Avengers Academy
by lyokoMARVELanime
Summary: Inspired by the mobile app game. You think you had it rough in high school? Try dealing with that and the pressure of training to become the next generation of Avengers. These kids may be young, but they have the potential to become great heroes in their own right, and there's not a doubt in their teachers' minds that they'll one day become...Avengers!
1. Invitation to the Academy

**_Ladies and gentlemen, give it up for the mind behind the Gundam SEED Prime Trilogy, the man behind Code Avengers, the crossover crafter extraordinaire that's brought you Avenging Normandy, Shield of the Cosmic Era, and Justice Marvel, I'm talkin' about, lyokoMARVELanime's in da house!_**

 ** _[audience applause]_**

 ** _AN: Thank you, thank you! Thank you all! Your amazing, your spectacular, your sensational! And yes, I am well aware that I just used three different words that had been used in Spider-Man titles, but it's all true._**

 ** _[audience laugh]_**

 ** _Okay so, I'm gonna be totally honest here, I had planned to not start anything new until I had finished the Gundam SEED Prime Trilogy, but the problem with that plan was that I started thinking up this story, which came about after I got into the Avengers Academy mobile app, and as the various ideas filled my head and I kept thinking of them over and over again, I found that I just couldn't wait any longer before posting at least one or two chapters of this, and so, in keeping with what seems to be my theme for 2016, here is yet another story with Marvel ties to it._**

 ** _Now, as I said, this story is based off of the Avengers Academy mobile app, but it is also what I believe would be a more realistic version, so I suppose you could also say that it's kinda a high school AU, or even an Avengers version of the animated series X-Men Evolution in a way, but you'll get a better idea of how things will go as the story progresses. For you fans of my other stories who are only reading this to see if I say anything in regards to how soon my next update for any of those stories will be, I promise I won't spend too much time on this before going back to them, and I do intend to finish Gundam SEED Prime: Chaos Hunters by the end of this year._**

 ** _Well, I think I've kept you waiting long enough to see what my mind has crafted this time, so let's get on with the story, shall we?_**

 ** _I do not own anything from the Marvel franchise or any other franchise mentioned in this story._**

* * *

 **Chapter 1: Invitation to the Academy**

 _"Repeating our top story, the latest plot of HYDRA has been successfully foiled thanks to the efforts of the Avengers. The exact nature of the most recent attack by the terrorist organization and its leaders Red Skull and Madame Hydra is unknown at this time, but whatever the case maybe, as can clearly be seen here, it obviously involved a number of their troops, and a lot of giant robots, neither of which helped them much against Earth's mightiest heroes. It's been a little over a year now since the nine heroes known to all as Captain America, Iron Man, the mighty Thor, the incredible Hulk, Hawkeye, Black Widow, She-Hulk, Giant-Man, and War Machine first came together to defend the world from the threats that no one else could withstand, and in that time, the world has greatly changed, and this is with the inclusion of the reveal of mutants to the world just a few years prior. In the last few months alone, many new and young heroes have suddenly started to appear on the scene, each of which with skills and powers that are unlike anything a normal person could possess. Many people have started to wonder just how wise it was to leave such people unchecked, especially given how many of these people are believed to be teenagers. With this fact in mind, it is really no wonder that some of the Avengers had actually started up a special institution for these young super-powered individuals that both the heroes and the public have come to call Avengers Academy. With people like Captain America taking up the role of a teacher to these young people, this reporter has great hope that there may be a chance that they will likely one day become the next generation of Earth's greatest heroes, if not as part of the Avengers, then certainly in their own right."_

This was the news story that was currently playing in a small home in Queens, New York while a young fifteen year old man was hastily getting his things together before he headed out for the day, knowing that he was already running late as it was and that there was a likely chance he would end up being late anyway despite how much he rushed to be otherwise. The reason for his belief that he would be late, was for the simple reason that he was one of those young, would-be heroes that was just mentioned on the news, only he was not enrolled at Avengers Academy; Peter Parker, was in fact a student at Midtown High, and he was determined to just leave it that way given how his elderly aunt, May Parker would react if she found out about his secret double-life that involved swinging through the city and fighting bad guys. Of course, the way his alter ego was perceived by the public did not really help assure him about how his aunt would react.

 _"In other news, the mysterious vigilante that most people know only as the Spider struck again last night, this time halting an attempted robbery of a local convenience store,"_ the reporter then stated, causing Peter to barely suppress a groan in response over how no one seemed able to get his name right. _"This makes as many as thirteen reported sightings of said vigilante in the last three months alone, and one can only wonder just what else this Spider-themed hero has done. When asked for comment, the near victim of the robbery and owner of the store, Sally Smith, had this to say."_

A minute later, the face of the reporter on television was replaced with that of a young woman who appeared to be in her thirties standing right outside a store that had a couple of squad cars just off to the side. _"I was just locking up for the night when these large men in black coats came in and suddenly tossed a bag on the counter while one of them pointed a gun at me demanding I put the money in the bag,"_ the woman said, and it was clear from her tone of voice that she had recently been crying. _"I…I have a small son at home and I didn't want these men to kill me so I just started doing as they asked, but it…it wasn't fast enough so the one holding a gun at me suddenly shot the glass door of the refrigerator behind me and told me to hurry up. The next thing I know, there was this…I don't know how to describe it but it was a strange sound and the guy's gun was suddenly pulled out of his hand by a web or something that looked like a web. I ducked behind the counter afterwards and heard the men fighting someone who sounded pretty young, and when the sounds of fighting finally stopped, I finally stood up and looked outside to see all of them were tied up in a giant web or hanging down tied up from the lamp post outside. After another minute this weird card fell out of the air and into my hand that said 'Courtesy of your friendly neighborhood Spider-Man.' I don't know who this guy is, but he saved my life, and my son would be an orphan now if it weren't for him, so if he is out there, I just…I just want to say thank you."_

Peter had to smile in response to this, hearing that there was someone grateful for his help was always nice, but his mood quickly changed again when after what came next in the news report. _"While many have praised this Spider-Man as a hero, there are still quite a few who remain skeptical, the most prominent of which being Daily Bugle Communications head, J. Jonah Jameson, who only said the following."_

 _'Please don't show that old Hitler-mustached jerk'_ Peter quietly begged, only to be disappointed when said man appeared on the television a second later.

 _"Who is Spider-Man? He's a criminal; a vigilante, that's who he is! It's people like him that are responsible for making our once great city such a terrible place to live in! He's nothing more than a masked menace! Those Avengers, the Fantastic Four, the X-Men, they're all vigilantes, and now Captain America and Stark are starting up a school to train more of them?! How are we supposed to feel safe when we're being protected by nothing more than a bunch of freaks and vigilantes that think they're above the law,"_ the very irritating head of the Daily Bugle ranted, but that was about as far into his latest rant as Peter was able to hear, as his aunt ended up calling out for him a second later.

"Peter, are you almost ready to head out to school," Peter's only living family asked from downstairs.

"Uh…just about Aunt May," Peter hurriedly replied as he finally managed to get his things together with his Spider-Man costume underneath his clothes and everything else tucked away in his bag.

"Well you'd best hurry up, or you're going to be late," May warned, and not a second later, Peter was racing out of his room and downstairs for the door, only pausing to give his aunt a quick goodbye kiss before he finally left.

"Don't worry; I'm heading out now, Aunt May. I'll see you later tonight," Peter reassured his aunt, and he was soon out the door before she could reply with more than a happy laugh and a wave in farewell.

* * *

Once he was a few blocks or so out of sight of his house, Peter had slipped into a nearby alley where he was sure no one would see him, and when he emerged again, it was as his costumed alter ego, the web-swinging wall-crawler, Spider-Man. If you were to ever be lucky enough to get a good look at his suit, you would see that it was nothing too extravagant or impressive like the stuff that guys like Captain America, Hawkeye, or any of the other Avengers and major heroes wore, but instead, it actually appeared to be more like something that was just thrown together using stuff that a kid had found in his closet and at a cheap store. Over a white t-shirt, he wore a red, high-colored jacket that had blue lining on the zipper and on the sides of the coat, with a black spider-symbol on the center of his chest, and web patterns on his sleeves, while a thin pair of red gloves adorned his hands while covering the triggers for the silver web-shooters he wore on his wrists. In addition to this, he also wore blue jeans that were relatively tight on him, but not to the point where it was uncomfortable or skin-tight, along with red boots that went up to the mid-way point of his lower legs with blue laces and soles that were almost as thin as his gloves. His face was hidden by a red mask that had a web pattern going up around the middle of his head while the sides of it were left plain, and a pair of heavily tinted, black goggles with white lenses effectively hid his eyes from the world. It was not the most glorious superhero costume, but it was still probably better than what most kids his age with his financial income could do, and when one added in the fact that it was homemade, it could be argued that it also enhanced the friendly neighborhood nature he tried give off a little better.

The reason as to why Peter was currently suited up as Spider-Man was mostly because he had found that web-swinging was often much faster than the more conventional means of travel, and right now, he was in a very serious hurry if he did not want to be more than a couple of minutes late for class. Of course, if he heard a disturbance along the way, like say a purse-snatcher or a mugging in progress, he would stop and deal with that as quickly as possible and then be on his way again, but right now, such things would only slow him down. Thankfully, it seemed that the universe was on his side today, as he had not encountered any such disturbances so far. At least until he heard someone scream for help and turned to see that a group of thugs were cornering a woman in a nearby parking lot.

 _'Ah the timeless cliché crooks. What would I do without them? You know, aside from actually being on time for once in my life, or just have a nice, peaceful swing around the city,'_ Peter thought to himself as he redirected his path towards the crime in progress. Once he was perched on a wall above the thugs and their target, he took a quick survey of the scene to see that they were not really armed with anything more than knives and a crowbar, which meant that he would not have to worry about getting shot at today, hopefully, and he immediately used his webbing to get rid of the crowbar before making his entrance. "You know, I envy you guys," Spider-Man commented as he landed between the crooks and their target. "You're just so happy to be walking clichés, with not a care in the world. Seriously, good for you, but come on guys, leave the lady alone."

"Aw crap! It's that spider freak from the news," one of the thugs suddenly shouted before trying to run away. "Trying" being the operative word, as he soon found himself pulled back by a web line that had snagged his feet and pulled him up against the wall where he was quickly immobilized by more webs.

"Now that's just rude," Spider-Man remarked as he flipped over a couple of the other thugs when they tried to charge him. "I'm not calling you guys names like that, so I would appreciate it if you would return the courtesy," he then continued as he kicked the two thugs' feet out from under them and then webbed them to the ground.

At that point, the last of the thugs decided to forget about their original target and try his luck fighting Spider-Man alone, letting the woman finally make a run for it since she was no longer the focus of this attack. Once Spider-Man was facing said thug, he drew a switch knife and shouted, "Back off, or I'll slice you apart."

"Oh my god is that a knife," Spider-Man exclaimed as he raised his hands in surrender.

"Yes," the thug replied.

"Is that a real knife," Spider-Man continued in a panicky tone as he started to slowly fall to the ground like he was losing strength in his legs.

"Yes, it's a real knife," the thug snapped.

"You've found my one fatal weakness! It's small knives," Spider-Man moaned in playful sorrow as he finally fell to his knees, but the thug either did not know that the web-swinger was faking it or just did not care, because all he saw was a chance to finish off the vigilante. At least, that was what he thought until Spider-Man suddenly sprang up and shot a web that pinned his knife hand to the wall behind him. "Oh my god, I can _not_ believe some of you idiots still fall for that," Spider-Man remarked as he proceeded to web up the guy's other limbs. "Well, I'd say that's a wrap," Spider-Man finished.

"Please tell me you did not just say that," a new voice inquired from behind him in disbelief, drawing Spider-Man's attention in said direction before he promptly went wide-eyed in surprise.

There, standing just a few feet away from him, were none other than Captain America, Iron Man, and Director Nick Fury of SHIELD, each decked out in their well-known attires, and looking at Spider-Man with various different looks of impression. At least, Captain America was; Nick Fury was wearing a mild scowl on his face that almost seemed permanent, and there was really no telling what expression Iron Man currently had on his face since his helmet's mask was currently closed, but Spider-Man would like to think there was a chance he was impressed. "Okay, please tell me I'm not dreaming and I'm actually meeting some of the Avengers and Nick Fury," Spider-Man asked once he found his voice again.

"I wish _I_ was dreaming," Nick Fury stated with a bit of an edge in his voice.

"Don't mind him, kid. He's just upset that he was outvoted when we were deciding on whether or not we would make you the offer," Iron Man reassured Spider-Man.

"What…what offer," Spider-Man asked, hoping that there was some chance this was what he thought it was.

"Well actually, it's more of an invitation, really," Iron Man clarified. "Which, you would have to be crazy to even think of passing up, so you should really consider your answer carefully when we ask you…"

"We'd like to offer you a place at Avengers Academy," Captain America interrupted, both so that they could get to the point and so that he could stop Tony from trying to pressure the kid into saying yes.

"What? Really," Spider-Man asked. "You…you want me to join Avengers Academy?"

"We've seen the news stories about you, Spider-Man, and heard what a lot of the people you've helped had to say. Add that in with what we just saw and I'd say that it would be crazier for us to not extend an invitation to you," the super soldier explained. "Of course, it is just an invitation, meaning the decision on whether or not you do join is up to you, but if you really want to become the best hero you can possibly be then I'd really consider saying yes if I were you."

Admittedly, this was not really what Peter was expecting to hear, but then again, it was a bit silly of him to think that the Avengers would be offering him membership into the team after only being Spider-Man for a few months now. If he were being honest with himself, he actually did want to attend Avengers Academy, because at least that way, he would probably not have to hide who he was from his classmates and learn how to deal with some of the bigger problems out there like supervillains and such alongside other people with superpowers or skills that could make them superheroes without powers, but there was still one small problem that kept him from saying yes. If he did do this, then he would most likely have to tell his aunt about it, and there was no way he was going to tell Aunt May that he had been going out at night as a costumed crime fighter beating up bad guys and deliberately putting himself in danger, especially after how they lost Uncle Ben not too long ago. Plus, he also heard about how everyone who attended, reportedly, stayed on campus, so that would mean he would be leaving his aunt all by herself, and he just felt he could not do that to her right now.

With all these things in mind, it was with a somewhat heavy heart that Spider-Man finally replied, "Look, I appreciate the offer, but I'm afraid I can't accept. I've got some other…responsibilities outside of this suit that really matter to me, and I can't just leave that. Thanks anyway, and it was great meeting you and all, but I'm running late for class as it is."

With that, the web-swinger immediately took off into the New York skyline without another word, leaving the two Avengers and SHIELD director to just stand there and watch as he swung away. "Well that was a waste of time, just like I thought it would be," Fury finally said after another minute. "Kids like that aren't likely to just stop doing the cowboy solo-act once they've started, so why bother with them?"

"Because they have potential," Captain America immediately argued. "I know they're young and some are probably more inexperienced with the hero thing than others, but I'm confident that they will one day become some of the next Avengers. More importantly, Spider-Man's got something that our current students don't have: experience. He's actually been out here fighting criminals and saving lives."

"For a few months. That's not exactly much in the way of experience in my book," Fury pointed out.

"Maybe, but that's more experience than some of those other kids have," Iron Man pointed out as his mask lifted up to show the face of Tony Stark to the world. "Besides, it's not like the fact he has powers and a bit of experience is the only reason we were considering him, and that's also why we're not giving up on getting him in just yet."

Steve Rogers turned to give Tony a small look, which Tony immediately returned with one of his own, ultimately leading Steve to fold and say, "Fine. You can try your approach, but try not to freak him out too much."

"Hey it's me, remember," Tony replied as his helmet snapped closed and he started to take off.

"I know, that's why I said that," Cap smirked in response just before Iron Man had blasted off into the air, getting only a groan of annoyance in response from Tony as he departed, determined to get the web-head into the academy, and with just the strategy to do it as well.

* * *

That afternoon, Peter returned home feeling reasonably good about himself. Despite the interruption in his travels and subsequent meeting with both Captain America and Iron Man, he had somehow managed to get to school only two to three minutes late, as opposed to how he would often be at least five minutes to even a half hour late, he aced the pop quiz he had in chemistry class, managed to avoid his usual bullies from the football team, and on the way back, he also managed to save some kids from getting run over after they had run into the street after their run-away ball, which earned him a hug from said kids. Sure he had to turn down an invitation to join the new school for superheroes that the Avengers had set up, but that was just a small bump in the road in an otherwise really good day for Peter Parker, and he had to take what he could get. He only paid a small amount of mind to the very nice car that was parked outside his house before he raced inside to deposit his school stuff and say hi to his aunt before he decided to head back out again for another quick patrol of the city.

"Aunt May, I'm home," Peter called out once he was inside.

"How was school today," May asked in the fashion of a typical parent.

"It was good," Peter nodded. "Nothing too horrible, nothing too great. Hey, did you see that crazy nice car parked outside?"

"As a matter of fact I did. It belongs to our guest," May replied.

That quickly drew Peter's attention, because aside from Anna Watson and her niece, Mary Jane from next door, the Parkers never had any guests, especially not ones who had cars as nice as the one that was parked outside at the moment. Well, he figured you could sort of count the few moments when his friend Harry Osborn came over, but since Harry did not have his own car or even a learner's permit, that could not be the case either. Knowing this, Peter immediately paused in his trip up to his room and looked into the kitchen where he knew his aunt likely would be to find a man in a smart business suit sitting at the table with her, and when he walked in, the man in question turned to show him the face of someone he had just seen earlier that day as Spider-Man.

"Oh, Mister Parker. Good to finally meet you in person," Tony Stark stated as he stood up to hold out his hand to Peter.

Peter had to pause for a minute to tell himself to keep cool and remind himself that while he had met this man as Spider-Man, he had not met Stark as Peter Parker yet, and there was always a chance that the billionaire inventor had not figured out who he was yet, but he did eventually accept the handshake and replied, "Um…Hey…Hi, I…I'm Peter. It's an honor, Mister Stark."

"Please, call me Tony," the armored Avenger insisted.

"Okay, sure. Um…what're you doing here," Peter then inquired.

"Well, I figured it was about time we met. You've been getting my e-mails, right," Tony asked, and Peter would likely have thrown out a look of confusion had he not seen Tony give him a somewhat discreet wink as he spoke.

"Yeah…yeah. The ones regarding the…" Peter slowly replied, thinking there was likely a chance that his secret had been discovered after all.

"You didn't tell me about the scholarship," May interrupted.

"The…the scholarship! Right," Peter stuttered, now completely confused as to what was going on.

"From the Maria Stark Foundation," Tony explained. "Remember, when you applied? Well, I approved, and now we're in business. I'm basically here now to help hash out the details for it."

"Okay…okay, great," Peter nodded, still confused but thinking he was starting to get a little closer to being on the same page, hopefully.

"Why didn't you tell me about this," May then interrupted again. "Are you keeping secrets from me?"

"No," Peter replied a little too quickly. "I mean…No, I didn't mean to keep this a secret, I just…didn't want to get your hopes up, and I know you like surprises, so I wanted to wait and see if it panned out before I told you."

"Well, I'm so happy to hear that you've gotten it," May praised as she gave her nephew a tight hug. "Oh Ben would be so proud of you!"

"Yeah…yeah, I'd certainly like to think he would be," Peter nodded as he returned the hug.

"So, not to interrupt the family moment, Mrs. Parker, but would you mind if I have a few minutes to talk to your nephew in private, real quick," Tony asked with a small cough.

"Oh of course," May nodded. "Peter, why don't you and Mister Stark talk upstairs, assuming your room isn't a mess at the moment."

Peter was not one to argue with his aunt when she said things like that in the way she just did; it was a gentle tone that almost made the statement sound like a suggestion, but it was really just his aunt's nice way of insisting that he do something right away, so he soon found himself leading Tony Stark upstairs to his rather small, modest bedroom. Once they were in the room and Tony was sure that May Parker was unable to listen in, he closed the door behind them and locked it as a means of making sure they would not be interrupted. "Well, at least I can confidently say that you seemed to have been raised right, if that charming woman's attitude is anything to go by," Tony remarked to Peter as he started to look around at the computer and science equipment Peter had on his desk and scattered about his room. "Oh hello, what do we have here? Retro tech, huh? Thrift store? Salvation Army?"

"Uh…the uh…garbage guys," Peter sheepishly admitted.

"You're a dumpster diver," Tony clarified.

"No, not exactly, I just…I thought I could make better use of some stuff that was going to be thrown away and…that's not important right now," Peter explained before moving to get on to a more important topic. "Look I definitely did not apply for your scholarship, so…"

"Nah-ah! Me first," Tony interrupted as he pulled out his state-of-the-art cell phone and turned on a holo-screen with a video image that he was cuing up. "Quick question of the rhetorical variety: that's _you_ , isn't it?"

Peter felt his blood run a little cold when he saw Tony playing a video of Spider-Man swinging in to stop a carjacker on his phone until the video froze at a point where it showed Peter in said suit as clearly as possible. Hoping to salvage some attempt at keeping his identity secret, Peter quickly replied, "No. What do you…what makes you think that's…?"

"Yeah," Tony nodded, showing that he was not buying Peter's rather poor lie, and proving his point when he pulled up another video, this time of Spider-Man stopping a speeding car from colliding with a bus. "Look at you go," Tony continued before turning his attention to the moment when Spider-Man stopped the car. "Wow! Nice catch! Three thousand pounds at forty miles an hour, that's not easy. You've got mad skills."

"That's uh, that's all on YouTube, right," Peter tried again, still hoping to hide the secret to the last minute. "Cause you know, that's all fake. It's done on the computer."

"Yeah, yeah, yeah. You mean like those UFOs over Phoenix," Tony asked as he discreetly grabbed an old and most likely unused baseball bat to open up a secret compartment in Peter's ceiling, which allowed an older version of Peter's costume to come falling down on a rope. "Oh, what have we here?"

Peter immediately lunged to toss the first version of his suit into his closet, but even so, he knew full well that it was already too late to hide it any longer, so he ended up just crossing his arms and looking down in defeat before he asked, "How'd you figure it out?"

"Kid, look who you're talking to," Tony scoffed in reply. "You really think a guy who can build a high-tech suit of armor, and who was able to hack into the Pentagon when he was like eight can't figure out how to find out who a kid swinging around in a red and blue onesie is behind his mask?"

"It's not a onesie," Peter muttered in response. "I thought you guys said that the decision was up to me, and I already told you that I can't accept."

"And I respect that. I just want to make sure I understand all the reasons as to why, and tell you a few things we could do to help cover your tracks when it comes to keeping your big secret identity," Tony reassured the young man.

Peter was a little more interested now, but it did not change his answer. "Look, I can't go to Avengers Academy," Peter insisted.

"Why not, and this time, don't give me some vague answer like you did when we met in the city," Tony questioned.

"I…I've got homework," Peter replied.

"Alright, I'm gonna pretend you didn't just say that as an excuse to not go to school," Tony muttered.

"No, I'm being serious here," Peter insisted. "I can't just drop out of my current school to learn how to be a better hero, and I've got my aunt to take care of, since she's behind in her bills as it is, especially now that my uncle's…gone, so I've got to help her anyway I can…"

"Okay, let me stop you right there," Tony interrupted. "First off, you won't be dropping out of school, you'll be transferring. The place is called Avengers _Academy_ for a reason; we teach all the same subjects they teach in a typical school, you just get a few extra classes and lessons that involve your little double life. As for your financial troubles, that little scholarship bit I mentioned, it's not entirely a cover story, because to help keep it up, I'm willing to actually help provide your aunt with as much financial assistance as possible. It's not a charity thing, just my way of showing that I don't want to see good people struggling to get by in their daily lives, especially when they show a great deal of potential, and not just as someone who can help save the world."

"Well, what am I supposed to tell my aunt or my friends," Peter asked, not wanting to admit that he did not have all that many friends when he asked.

"Wait, real quick: are you saying that nobody else knows your little secret? Not even your sweet old aunt," Tony asked.

"No. Nobody, and definitely not Aunt May. If she knew, she would freak out, and when she freaks out, I freak out, and that's…that's not pretty," Peter insisted.

"Alright, alright, calm down, kid, and let me tell you your cover story," Tony reassured. "What you'll be telling everyone is actually one of a few different cover stories we came up with for kids who have secret identities like that, which are really annoying, if you ask me. In your case, you'll be saying that you've been invited to a special school for talented and gifted people, much like people used to say when they were joining the Xavier Institute before mutants became public knowledge. I mean, you can sell that pretty easily, seeing as you are a pretty smart kid. One of the students that are likely to be valedictorian of your graduating class, right?"

"Well…yeah," Peter sheepishly admitted with a small smile of pride. Beneath that though, he found himself seriously reconsidering the answer he had given the Avengers earlier. If they really could give him all of this as a cover for his reasons for suddenly leaving Midtown and the reason as to why he would be leaving his aunt all alone, then it probably could not hurt to at least see what the place was like. Still, that left one thing he was a little unsure about. "Would I have to reveal my secret to my potential classmates if I joined?"

"Only if you want to," Tony reassured. "You'd have to let your teachers and instructors know, those being me, Cap, and any other Avengers that would be teaching that day of the week, but as far as your classmates are concerned, you're Spider-Man until you decide to tell them who's under that very poorly designed mask."

Peter had to bite back a retort about seeing how much better Stark could do with sewing together a costume like his, mostly due to the fact the guy was clearly going to a lot of trouble just to get him to agree to enroll in the school, so after thinking it over for a few more minutes, he finally said, "When would I start?"

Tony just smiled in response to this, knowing that he had the kid hooked when the question was asked and said, "First thing tomorrow morning if you'd like. If you need more time than that to pack, then it will be the morning after that, but I think I speak for everyone when I say that we'd like you to join as soon as possible, so if you were to start packing tonight…"

Peter just nodded in understanding and stood up so that he could lead Tony back downstairs in order to give his aunt the news, hoping that she would not be too upset that her nephew was already leaving home for a while, even if it was just until the current semester was over.

* * *

Aunt May was surprisingly cool with Peter enrolling in a "special boarding school for talented and gifted young people," as Tony had put it to her, but Peter could still tell that she was a little sad to see her nephew go like this, so he made sure to spend as much time as he possibly could with her that night while he was packing up to move into the dorms at the Academy. He was not taking his entire room with him, but Tony had said to bring everything that he thought he would need while he was at the school, so it was safe to say that he came pretty close to doing so. When Tony arrived the following morning, Peter almost felt like he was leaving home for good, even though he knew that he would be coming back when the holidays came around, so naturally, he could not stop himself from giving his aunt one last heartfelt goodbye before climbing into Tony's very nice and likely very expensive sports car that the billionaire had helped pack his stuff into.

Part way there, Peter took the chance to slip into his Spider-Man suit, much to Tony's slight amusement. Tony had not really bothered trying to keep the fact he was Iron Man a secret for very long, so he could not really empathize with the whole concept of actually keeping a secret identity and just found the lengths Peter went to in order to keep his a little funny. It honestly amazed him that he had managed to keep any jokes he had on the matter to himself for the entire trip, but he was extremely thankful that they arrived at the gates to the school when they did because he felt that he would not be able to keep it in for much longer.

When Peter looked out, he could not help but stare in awe at the academy grounds, or least what he could see of it. The place had a large, open field that was walled off at the perimeter, and seemed to have a few different buildings, most of which had the Avengers' logo in a gold, triangular shield on the side of them somewhere. He figured that the large building in the center of the area was probably where most of the classes were held along with a few other different aspects, while the large building that was closer to the edge of the campus and looking out over the waterfront that was close by was most likely the dorm building. There were a few other buildings here and there that he also noticed, but could not really get a good look at or even guess as to what they were, so Peter figured he would just learn about it later when he got the official tour.

Soon enough, the car came to a stop, and Tony climbed out of the vehicle and came around to Peter's side so that he could open the door for him, allowing Peter to climb out of the vehicle as well, just in time to see Captain America and Nick Fury approaching him with small smiles on their faces, though the last of those three had a bit more of a smirk than a smile if one were being honest. "Mister Parker, I see that you've decided to accept our invitation," Steve noted, revealing that the Avengers all most likely knew his secret already.

"Uh, yeah. I mean, Tony made a pretty strong case as to why I should accept," Peter shrugged. "But I do have some conditions."

"And those would be," Fury asked with an eyebrow raised, silently telling Peter to choose his words carefully with whatever he was about to say next.

"First off, I don't want to give up being Spider-Man," Peter started. "I know I'm not doing that technically, but what I mean is that I'm not going to just stay here all the time when I could be out there doing something to help. I don't want to stop patrolling New York just because I'm here."

"That's fine," Steve nodded. "Everyone here is allowed to go out into the city for whatever reason so long as it doesn't impact their studies, they clear their reasons for doing so ahead of time, and as long as they're back by curfew, which, as you'll soon find out after looking through the Academy rulebook and guidelines, is midnight exactly. Anything else?"

"Well…the only other thing is that I'd rather be referred to as Spider-Man instead of my real name," Peter admitted. "I know that not revealing my secret identity to everyone here wouldn't be a great way to make friends and all that, but I'd still like to decide for myself as to whether or not I tell them, if that's okay."

"That's fine, and Tony's already told us about the situation you had at home," Steve informed Peter. "Everything regarding your civilian life has been taken care of, so as far as the world knows, Peter Parker has transferred to the special boarding school that Stark had informed your aunt about."

"Okay, that's…that's great," Peter nodded.

"If we're done with this, you'll have an easy day for today so you can get settled in and have the full tour of campus, but tomorrow, you'll start getting the full treatment that every other student gets, and I expect no complaints on your part. Got that," Fury asked.

"Sir, yes sir," Spider-Man replied with a mock salute, hoping that he did not offend either of the two actual soldiers present.

While Steve had to chuckle a little in response to the web-head's joke, Fury just stared at him before he walked off with one final parting phrase. "Welcome to Avengers Academy, Spider-Man. Hope you survive the experience."

That got Peter's nerves rising at a speed that could rival Iron Man's quickest take-offs, and he quickly asked, "Uh…what did he mean by that? Guys? Hey!"

The others just laughed at Peter's nervousness while he followed after them, knowing that one of them was supposed to be giving him a tour of campus, none of them ever noticing that a small, yellow light seemed to be hovering nearby listening in for a good deal of the time until they left, prompting the small light to depart as well with a giggle of excitement and a single thought. _'He seems cute.'_

* * *

 ** _AN: So what do you guys think? Good, bad, great, horrible, undecided? Please let me know when you review, and keep in mind, this is the first, kinda-sorta high school AU story I've ever written, so try to go a little easy on me. Also, who caught some of the various Marvel references I threw in here. I'm proud to say that I was able to work in a little something from Captain America Civil War as well, so if you haven't seen that movie yet, sorry for the spoilers. By the way, who do you think that little ball of light was at the end there, as if it isn't already clear? Care to really take a guess and see if you're right when next chapter comes around? _**

**_Now, onto a few clarifications as on what's been covered so far, in case it wasn't clear enough._**

 ** _1) Mutants are known to the world, which means there's a chance we'll see the X-Men somewhere down the line, so keep an eye out for that._**

 ** _2) Peter Parker has been Spider-Man for a few months now, so he's...let's say he's either a sophomore or a junior in high school, and go from there. Point is, he's still a kid, like he always is when he first started out as a hero, and he's now getting a few lessons on how to be better at Avengers Academy._**

 ** _3) You could say that Avengers Academy is located in a place very similar to the Avengers HQ that was set up at the end of Age of Ultron just with a few of the buildings and locations that are in the Avengers Academy app. More on that next chapter._**

 ** _4) The Avengers line-up is as follows: Captain America, Iron Man, Thor, Hulk, Black Widow, Hawkeye, She-Hulk, Giant-Man, and War Machine. So, we've got a lot of heroes that we all know to be Avengers, including the big six, along with a few others. Before anyone starts getting on my case about who's not on the Avengers, just let me say right now, that they'll likely be students at the academy later on down the line, so don't go thinking there's a chance that your favorite Avenger or Marvel hero won't be in on the action here._**

 ** _Does that cover everything?...yes?...no?...eh, if there's anything I forgot, it's either cause it wasn't mentioned in this chapter, or it'll just be something I can address later. If you guys have any questions, be sure to ask them in your review or just send me a PM, and I'll be sure to answer them as best as I can as soon as I can._**

 ** _Well, with all that stuff out of the way, and in keeping with what has now become a trend for me, let's move Onto the Preview!..._**

 ** _Spider-Man receives the full tour of the campus, along with a basic layout of the most notable locations to be in the know on, until he finally meets his fellow students. While he is only the fourth of the many, the web-head is surprised to meet such people right on his first day. Find out just how easy a first day at Avengers Academy really is, and who's who on among both the staff and students, next time._**

 ** _Pretty exciting, huh? Almost makes me sad to have to end things here for now, but such is life. Guess all I can say now is..._**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


	2. Campus and Classmates

_**AN: Hey guys, we're back once again with the next chapter of my Avengers Academy story, and this time, you're getting a look at the layout I have determined the campus would have along with a few more members of the staff and student body. Before we go any further, I'd like to address a few reviews that I had gotten from the first chapter.**_

 _ **First off, in response to "kival737101", I fully intend to pair Spidey with one of those girls that you suggested, but you'll have to wait and see which one wins the honor of being ensnared in Spider-Man's web. Yeah, I know, that joke's a bit old and tired, but hey, ya gotta love the classics, am I right? Still, I think you should get something of an idea as to which of the two Spidey ends up with by the end of this chapter.**_

 _ **Next, in response to the guest review that was named "Guest", and who asked if this would be better than the Ultimate Spider-Man cartoon, yes, that is the plan my friend.**_

 _ **Third review I'd like to answer is from "dragonrider66". I did not really leave out the part about the web fluid, I merely removed it for a scene that would be taking place later on in this chapter. Thanks for the props you gave me on my use of that scene too. As for other Marvel heroes who would end up joining the academy, at least in terms of the heroes we saw in Ultimate Spider-Man, I actually haven't really decided on whether or not all of those guys would be joining yet, but I do have a very impressive line-up of Marvel heroes in mind for the students we will be seeing join later on. As for your question about adding heroes that aren't from Marvel, I'm afraid that won't be happening. I'm just going to be keeping it at heroes that are from Marvel for now.**_

 _ **In response to the review from guest reviewer "Atom king", I don't know about Ghost Rider or the new Ms. Marvel, but if the Nova you're referring to is Sam Alexander, then I'll have to direct your attention to the previous answer I had given.**_

 ** _Finally, to everyone else who reviewed, and this actually applies to all of you, thanks for enjoying the first chapter of this story, and I hope you continue to enjoy this tale as it continues to unfold. Now, let's have a look at what our favorite web-head can expect from life on campus and from his new classmates._**

 ** _I do not own anything from the Marvel franchise or any other franchise mentioned in this story._**

* * *

 **Chapter 2: Campus and Classmates**

If you were to ask one of the three current students of Avengers Academy what one of the best things to do on campus was you would receive a few different answers, not just because of personal preferences, but also because of what they were feeling like at a given time. At the current moment, two students would have to say that their favorite thing to do right now would be running a special simulation program for high-speed flyers in one of the main building's training rooms. The first of these two was an African American boy who was decked out in a red coat over a black muscle shirt, black and red pants, black boots with red laces, and a pair of black goggles with red lenses, while a jetpack with large, grey wings adorned his back, allowing him to fly at the height and speed he was currently managing while also evading the various drones and obstacles that were shooting at him in an attempt to slow him down in any way possible. This was not anything new for the winged boy, as one could clearly tell by how he effortlessly evaded each blast or obstacle with quick and easy turns and aerial acrobatics, sometimes even retracting his wings and cutting his thrusters to spin out of the way before reactivating both once again, but the one thing he was not really expecting was to be struck from behind by an energy blast that definitely did not come from any of the drones.

Looking to the blast's source allowed the boy to see his training partner zoom past him at what could almost be supersonic speeds, and unlike him, the stunning blonde woman did not need a jetpack to fly. The woman in question wore a red and dark blue shirt with a yellow star in the center of her chest, along with dark blue-near black pants, red boots and fingerless gloves, a black domino mask, and a crimson scarf around her neck that seemed to wave in the wind behind her like her long, flowing blonde hair did as she expertly dodged the obstacles in her way while striking back with energy blasts she fired from her hands. She did not make as much of an effort to dodge the energy blasts that were fired at her though, since they seemed to either bounce off of her or end up being absorbed into her, and in the end, she was able to cross the finish line of the current obstacle course ahead of her winged companion with a dazzling smile on her face, which was only enhanced by the fact that she had seemed to have the body of a supermodel even though she was still a teenager. Her smile quickly dropped though when her training partner finally caught up and flashed a scowl at her.

"You cheated. _Again_ ," the winged man snapped as he landed and retracted his wings.

"I did not," the blonde retorted. "You were just too slow, like always Sam."

"Oh really? So it's just coincidence that _your_ energy blast hit me right when I was close to winning, just like the last five times we ran this course," Sam questioned.

"Hey, it was an accident," the blonde shrugged.

"Uh-huh, I'd believe that if it didn't happen five times in a row, Carol," Sam argued as he crossed his arms, challenging her to dispute that.

"Oh please," Carol scoffed. "Why don't you just admit that you're jealous of the fact that despite all your big talk about your fancy jetpack, you can't keep up with someone who actually has the power to fly on her own, or are you just too much of a macho man to admit that you lost to a girl?"

"Hey, the fact I don't have powers has nothing to do with this! I was winning fair and square until you decided to blast me in the back. If I did lose to you in a fair race, then I'd be man enough to live with it, but that's not what happened here. You cheated and you know it," Sam snapped in reply.

"Right, right. Whatever helps you sleep at night, Bird-Boy," Carol remarked with a roll of her eyes.

"I don't need help to sleep at night because I know for a fact that you cheated, and if Janet were here, she'd back me up on this," Sam stated with confidence.

"Really? You sure you want to try and play that card again," Carol asked in smiling disbelief. "You really want to try and suggest that if Jan, my best friend had seen this, she would take your side over mine? You do remember how that went for you last time, right?"

Sam could only groan in response this time before lifting his goggles up onto his forehead and muttering, "This is why we need to get more guys here. I can't stand being outnumbered like this, and don't get me started on the abuse."

"Guys, guys, you'll never guess what I just saw! Its big news; big, BIG news! You're never gonna believe it," a new, excited voice suddenly shouted, drawing the two's attention away from their argument and to the door that had just opened up to allow a fast moving ball of yellow light to enter and then change into a full-sized woman with shoulder length brown hair, blue eyes, and fair skin dressed in a yellow shirt, white pants, black boots that came up to her mid-thighs, a black, leather jacket with yellow highlights on the sleeves and front, and black fingerless gloves, and it was clear both from her excited, fast-paced tone of voice and how she was practically bouncing off the walls she could barely contain herself from the big news she had to share.

"Jan, calm down and take a breath for a minute," Carol soothed her best friend, prompting Janet to take a deep breath which ended up being released as a high-pitched squeal of excitement that caused Sam to clamp his hands onto his ears in response. "Just tell us what's got you so excited already."

"Okay, so I was flying around, getting some air and practice with my flying when I saw Director Fury and Cap talking to Stark and this other guy, and when I flew a little closer to listen in, I heard them say that this guy was going to be a new student here! How cool is this," Janet exclaimed.

"Wait, you were eavesdropping on Fury and Cap again," Sam asked in disbelief. "Jan, you know you're gonna get caught if you keep doing that, right?"

"I was not eavesdropping! I just happened upon the area while I was passing by and got curious," Janet instantly disputed in a defensive tone, though the way she glanced away when she had said that quickly told Carol and Sam that it was probably not that coincidental that she had been in the area. "And you're missing the point; we're getting a new classmate!"

"And it is a guy, right," Carol asked, just to make sure she heard right. When Janet nodded in enthusiastic reply, the blonde had to smirk and say, "Well that's good news for Sam. Now he can't complain about being outnumbered by us girls anymore."

"Normally, I'd have something to say to that, but right now, I actually do have to agree with you. It's gonna be so good to not be the only guy around here anymore," Sam admitted with an easy-going smile.

"But that's not even the best part! You'll never guess what it is though," Janet suddenly said.

"Let me guess; you think the guy's cute, right," Carol teased.

"No," Janet immediately protested, but the faint blush she gained did not help her in convincing the two. "Okay, yes, but it's not that."

"Then what is it," Sam asked, silently telling Janet to just tell them already.

Janet opened her mouth to reveal the big surprise, but then gained a mischievous smile and said, "Actually, you know what; I'm not gonna tell you guys. I think I'll just leave it as a surprise for now."

Carol and Sam immediately exchanged a knowing glance at this. If this bit of news was as big as Janet was implying it was, then there was no way that she would be able to keep herself from telling them. They knew this from having been friends with the size-changing teen for as long as they had, which was actually for as long as the Academy had been up and running, since they had joined almost the minute after all the main buildings were completed. Knowing this, they eventually found they could not stop themselves from simultaneously counting down until Janet finally could not contain herself. "Three…two…one…"

"Okay, I'll tell you anyway," Janet exclaimed with a grin. "The new student is actually Spider-Man! Can you believe it?! _The_ Spider-Man is a going to be our classmate!"

"You're kidding, right," Carol asked in disbelief. "Jan, Spider-Man's just some myth that the Bugle started up to raise their ratings."

"I don't know, Carol. Last I checked, myths don't leave a large mass of criminals and street crooks tied up in webs, and besides, there are a lot of eye-witness accounts for it to be just some media rumor," Sam argued before he turned back to Janet. "But what makes you think he's going to be a classmate? I mean, wouldn't he be an instructor or something?"

"Just because he calls himself Spider-Man doesn't mean he isn't the same age as us, or at least close to it," Janet pointed out. "Besides, I heard Fury say that he was going to be a student just before he gave him the whole 'hope you survive the experience' line he gave us."

Sam and Carol were both still a bit skeptical about their friend's claim that the infamous Spider-Man was actually going to become their newest classmate, but before they could try to argue any further on the matter, a female voice suddenly announced over the campus intercoms, "All students please report to the Main Assembly Hall to welcome your newest classmate. All students please report to the Main Assembly Hall."

Janet seemed to think that announcement proved her point, because her grin of excitement immediately brightened up even more than it already had been at that point, assuming that it was possible for it to do so, and she immediately grabbed both of her friends' arms and started pulling them out of the training room to the destination that they had been requested to go to, leaving a rather exasperated Sam and Carol to follow in her wake as she dragged them along. Just not before Sam threw in one last glare to Carol and said, "We are going to settle it later."

Carol just smirked in reply, knowing that he was referring to their previous argument, and nodded in acceptance of this, confident that she would still win regardless of whatever Sam tried to say or do to prove he was right.

* * *

Spider-Man's little moment of freaking out from Fury's last statement had eventually passed after a few minutes, and once it had, he was able to really pay better attention to the tour of the Avengers Academy campus, provided to him by both Tony Stark and Captain America, who revealed that they were both instructors at the Academy while Fury held the role of headmaster. Peter took that latter information and made a note to make sure he never did anything that would require getting sent to the headmaster's office, because he did not want to know what Nick Fury's idea of detention was, and then put all of his focus back on the tour of the campus so that he could at least know about all the major locations and buildings. Naturally, the first that was mentioned after he found out about Fury's identity as the headmaster was that the walls around the campus was for the safety of both the school and the people outside the campus, even though the place was a reasonably safe distance away from the city of New York. It made sense that they would have a security system in place around the campus, given the fact that some of the Avengers would either spend a great deal of time on campus or just use it as a second home alone, and when one added in the fact that there was a chance that some things that happened here could prove to be dangerous to others, it all made Peter wonder why the Avengers did not just make the place their main headquarters. Tony's only response to this was that it was because some of the Avengers did not want to have to deal with a bunch of superpowered teenagers every minute of every day.

With the matter of campus security dealt with, the two Avengers quickly gave Spider-Man the rundown of the campus and what areas he should be most aware of, starting with the large building in the center of campus, which had indeed turned out to be the main building, just as Peter had guessed earlier. While the building did not have an official name, Steve revealed that just about everyone had taken to calling it Avengers Mansion, though mostly because of how it seemed to house a vast majority of the academy's classrooms and training centers. In addition to this, the Mansion was also where the Main Assembly Hall was, which was basically both an auditorium and where Peter figured pep rallies would be if Avengers Academy had any, the main cafeteria, stockpiled with food that was provided by four-star chefs, and some of the main offices of the staff, most notable of which being Fury's.

Moving on from the Mansion saw Peter being introduced to the campus' very own Stark Tower, which was basically a scaled down version of the Avengers' main headquarters, Avengers Tower. Tony explained that the tower was where the students would be able to gain access to various different computer resources and hold a few parties for special occasions, but at the same time, the students were not allowed access to the top ten floors without permission from one of the Avengers. The reason for this was because those floors were the ones that were restricted specifically to the Avengers team, and where Earth's mightiest heroes' personal dorm rooms and meeting rooms were located in the tower. Steve explained that the reason for this was because the Avengers wanted to be ready to have some form of a backup headquarters in case Avengers Tower was ever compromised somehow, but he then went on to add that access to the computers and resources in the Stark Tower were to be considered a privilege to the students which could be revoked at any time should the staff feel it was necessary. Peter just nodded in response to that while silently promising that he would do his utmost to not get that privilege taken away if it meant he could have a chance to work with some actual Stark tech.

The next most notable place that Steve and Tony pointed out to Peter was the dorm building. From the outside, it seemed to Peter that the building was a simple, three to four story building with a rooftop lounge area, until Tony explained that there was far more to the dorms than what it seemed. Since there were not that many students at the moment, everyone had their own room, but that was susceptible to change should they start getting enough students for it to do so. Once a student was assigned their room, not only were they given a key to said room, their biometrics would be registered to the security system of said room so that no one but that student could enter without the permission of that student, or if they had the exclusive access that was held among the staff. It was at this point that Steve made it clear to Peter that boys and girls were on separate floors at all times after curfew, with the boys rooms being on the first and third floors while the girls were on the second and fourth floors, to the point where it seemed that the super soldier was subtly threatening Peter to not try and break said rule. While Peter just gulped and gave a small nod in reply to show he understood, Tony could not help but chuckle a little at how nervous the kid had gotten because of Steve's cautioning.

Moving on from Peter's moment of fright in relation to Captain America and the dorms allowed the two Avengers to show the academy's newest student where the campus' library was located, better known to everyone on campus as the Timeless Archives. Tony took a bit of time to allow Peter to gawk a little at the vast amount of books and other resources that this particular library had before explaining that a great deal of the information in there was donated by SHIELD, his own personal collection of information, and even their Asgardian neighbors, though he made sure to explain that the last of those three had not provided all that much. When Peter asked why that was, Tony just gave him the same explanation that Thor had given him after he had delivered the information: "There are some things that the mortals of Midgard are not yet ready to know."

Peter was a bit wary of looking at any information that Thor had given to the academy after hearing that, but he quickly put it aside when he was told of their next destination on the tour: the science labs. "Hey, can I ask why the science labs and all the science classes are in a different building than the Mansion," Peter asked as the three walked in.

"You just did, and in answer to your question, it's because neither Fury nor I want to have to pay to have everything in the main building rebuilt in case something blows up from someone's experiment, be it a student's or your primary science instructor" Tony replied with a smirk, immensely enjoying how uneasy the web-swinger seemed to get after hearing how something of his new science teacher's could blow up the building. Once they had ventured well into the building, the three were eventually greeted with the sight of a blonde haired man in a lab coat, grey pants, and red, turtleneck shirt, who did not seem to notice them until Tony called out, "Yo Doc! Meet the new kid."

When the lab coat wearing man turned to face them, his face seemed to light up a little when he laid eyes on Peter, but Tony and Steve either did not notice or just ignored it as the latter deemed it more important to handle introductions over quelling any scientific excitement his colleague might have. "Spider-Man, this is Doctor Hank Pym. You may know him better as Giant-Man and the original Ant-Man," the super soldier introduced.

"Always good to meet a fellow animal-themed hero, even if it is a former one," Peter remarked as he held his hand out to Hank, only to be taken aback when the size-changing scientist lunged forward and shook it with far more enthusiasm than he was expecting.

"Oh believe me, the pleasure is all mine, Spider-Man. I've been following your efforts since you first appeared in New York, not only because I've been curious as to how you do what you do, but also because you've shown to have quite the mind behind that mask," Hank excitedly stated.

 _'I like this guy,'_ Peter thought to himself with a smile before he vocalized his own excitement of having a chance to study under the scientist before him. "I actually read some of your research on the application of Pym Particle technology to everyday matters such as medical treatments and construction a few months back."

"And you understood it," Hank asked in shock.

"I wrote a paper on it, actually," Peter replied.

"Well, if I needed further proof that there was a scientist behind that mask of yours, I'd say that I definitely have it now," Hank noted with barely suppressed eagerness, but he quickly recomposed himself before he could start jumping with joy like an excited ten-year-old. "On a more important matter though, I think it would be best if we deal with some of the more exciting aspects of your physical now."

"My what now," Peter asked, suddenly a bit more concerned about what was going on.

"Doctor Pym is one of the leading medical specialists here at the academy," Steve explained. "It's his job to help make sure that any injuries that the students incur be it from training accidents or because of their own abilities is swiftly dealt with in any way possible."

"Don't worry about it too much, kid. He's just gonna get all the information you can give us about your powers and how they work for now; nothing too major," Tony reassured Peter.

"Exactly," Hank nodded. "I'm actually very excited to hear about how your wall-crawling and web-shooting abilities work, at least from what you've come to understand."

"Wait, what? My web-shooting isn't one of my powers," Peter revealed, gaining everyone's attention when he said that.

"Excuse me," Hank asked in surprise.

"Yeah when I got my powers I didn't gain the ability to shoot webs, I did that myself," Peter explained as he pulled off one of his gloves to reveal the web shooter on that arm in its entirety. "You see, I developed these wrist devices with a trigger that rests in my palm to shoot webs. The trigger is actually pressure sensitive so that they don't accidentally go off when I make a fist or grab something."

"And you made those yourself," Tony asked.

"Yeah," Peter nodded with pride.

"And the webbing itself? How does that work," Tony inquired.

"Well, it's basically a shear-thinning compound that's similar to nylon, and when it hits the air, the long-chain polymer knits, dries, and then forms into an extremely tough, yet flexible fiber with adhesive properties. Also, it's biodegradable like actual spider webbing, so it dissolves after a few hours or so," Peter explained, drawing a confused look from Steve and looks of intrigue from both Stark and Hank.

"And I'm guessing it remains in a liquid state while it's inside the capsule or your web shooter," Hank asked.

"Yeah, pretty much," Peter confirmed. "While it's in the capsules, it remains in a liquid form, but it still maintains adhesive properties. It just doesn't solidify into a web-like compound until it's exposed to the air."

"Finally! A student that speaks English," Tony praised.

"Is that what just happened," Rogers questioned, clearly still feeling lost as to what was just said.

Steve's question went unanswered as Tony felt there was a more important question to ask. "Who developed that stuff anyway?"

"I did. Well, I mean, I finished it. My dad was the one who actually developed the initial formula for a molecular adhesive. I just figured out how to finish it and then tweak it a little so that it would be more suited for my needs as Spider-Man," Peter admitted.

"Wait, wait…your father," Hank gasped in surprise. When Peter nodded in response, Hank quietly said, "I thought your name sounded familiar. Your father wouldn't happen to be Richard Parker, would he?"

"Yeah, that's right," Peter confirmed. "You're not saying that you actually knew him, are you?"

"Only through his work," Hank admitted. "I studied a lot of your father's research, including the work he did with Curt Conners on cross-species genetics. It was all very impressive, and even before the accident that took his life, I had wished for a chance to work with him on at least one project." Sensing that his words had probably dredged up some rather painful memories for Peter, Hank quickly added, "I am truly sorry for what happened to both him and your mother. Such good people shouldn't have died the way they did."

"Don't worry about it," Peter waved off. "It happened a long time ago, and I was still just a little kid when it happened. I'm well over it by now."

Hank nodded and then cleared his throat so that they could get back to the main business at hand. "Now, how about you tell us about your actual powers, along with how you even got them in the first place."

"I'd…rather not say how I got my powers," Peter mumbled.

"Come on, kid. It can't be that bad," Tony reasoned.

"It's not exactly bad, it's just…well, it's not really much of a story compared to how you guys got your abilities," Peter clarified.

"Well whatever the case, we'd still like to hear about it," Steve reassured Peter.

At that point, Peter sighed and finally revealed the secret to how he got his powers. "I got bit by a spider."

"…No seriously, how'd you get your powers," Tony asked.

"That _is_ how I got my powers," Peter insisted. "I was at a science exhibition with my class, a spider got into the radiation beam, it bit me, and I woke up the next day not needing glasses, seeing that I had gotten seriously buffed up, and I later found out that I had a bunch of spider powers."

After hearing Peter elaborate a bit more about his origin story like that, the other three were not entirely sure what to say, but eventually, Steve found his voice again. "That's not something to be embarrassed about, son," Cap reassured Peter. "If anything, an origin like that just serves as a good example of how even a great hero can come from the most simple and humble of beginnings."

Peter smiled in thanks to Cap for that, and then turned his attention back to Hank as he went into an explanation of his powers and how they worked. It ended up taking quite a bit of time to get through the explanation of everything about his amazing spider powers, along with what he had already discovered about their limits on his own, but when they finally left Hank's lab, Peter felt like a weight had been lifted off of him now that he had finally told someone about his abilities and what he could do. That did not stop him from feeling a bit nervous when Hank promised him that they would do everything to discover what his exact limits were and how they could push past them though, mostly due to the fact that Hank seemed to have a weird look in his eyes when he said it.

"Well, that's the tour of campus, the pointing out of the most important locations, and all the other boring stuff out of the way. Now we just have the fun part," Tony declared with a smile. "Introducing you to your new classmates."

When he heard that, Peter was both excited and nervous at the same time. He was finally going to meet some other people with powers like him that were closer to his age, but somehow, the way Tony was grinning made him wonder why the Iron Man had said this was going to be the fun part of the tour.

* * *

"What's taking so long," Janet asked for what seemed like the hundredth time since she and her friends had entered the Assembly Hall as she fidgeted in her seat. "Seriously, it shouldn't be taking this long just to bring a new student in to meet us, should it?"

"Calm down Jan. You know they're not going to just bring him here without showing him around campus first," Carol tried to tell her friend.

"But we've been here for _hours_! The only things that they're going to show him are probably going to be all the boring stuff and Hank's lab while leaving out the cool stuff like the campus' club. It's not like they're going to show him every last thing on campus, right," Janet argued.

"Janet, you've barely been here for more than forty five minutes, and as for showing your newest classmate the 'more fun places,' that's supposed to be your job as the new student's classmates," a red haired woman in a smart business suit and skirt who was standing at the front of the hall before the three students remarked with a light, unnoticeable roll of her eyes at Janet's behavior.

"Just to be clear, this new student is a guy, right, because if it's a girl, I'm gonna start to think you all just want me to suffer or that Stark is screening a lot more students than you've let on. Seriously Miss Potts, please tell me I'm not going to be the only guy among the student body anymore," Sam pleaded.

Pepper Potts, personal friend of Tony Stark and the chief administrator of the academy after Nick Fury just smiled at Sam and replied, "Yes, Sam, the new student is a guy. You don't have to worry about that."

Sam gave a silent cheer in response to this, drawing faint chuckles from the three women in the room around him, which he ignored simply because he did not care what they thought. All that mattered to him at the moment was that he would not be the only boy in Avengers Academy's student body anymore. A few minutes later, and after enduring a little more whining from Janet, Captain America and Tony Stark finally walked into the room leading a boy in a red jacket with a black spider symbol on the front, blue pants, red gloves, boots, and mask, and black goggles with white, tinted lenses right behind them, leading Janet to smirk with pride while Carol and Sam's jaws just dropped open in shock at the sight the possible new student.

"Everyone," Steve announced, drawing all attention on to him and the red and blue clad boy next to him. "I'd like you to meet Avengers Academy's newest student: Spider-Man."

If Sam and Carol needed anymore indication that Janet had been telling them the truth when she said that Spider-Man was going to be their new classmate, they certainly got it now, but that did not mean that they were still wondering if it really was true. "Are you serious, Cap? Spider-Man's real, and he's going to be a student here," Carol inquired.

"Yep; this is him, right here," Tony nodded in confirmation, immensely enjoying how stunned two of the three students were. He had a few suspicions as to why Janet seemed more excited than surprised, but he was not going to voice any of them, mostly because he liked the energetic young woman. Then again, a lot of people at the academy liked her; she just had this air about her that usually made it hard for you to have any negative feelings about her.

Silence quickly fell over the room, and it quickly made Spider-Man feel a bit awkward, so, in an attempt to break said silence, he hesitantly raised a hand to wave and said, "Um…Hey everyone. I'm Spider-Man."

While Tony had to face palm at hearing Peter's introduction, it did not seem like the other students really cared that much, as it ultimately served as the trigger for everyone to start coming forward to welcome the web-swinger to the academy a little more properly. "Hello Spider-Man. My name's Pepper Potts and I'm the chief administrator for Avengers Academy," the red head informed Peter. "Basically, it means you should think of me as the vice principal of the school."

"I'll keep that in mind," Peter nodded in response before jumping back a little when Janet suddenly appeared right in front of him in an instant, seemingly out of nowhere.

"Hi, I'm Janet Van Dyne, but you can call me Wasp, or you know, Jan; all my friends do," Janet excitedly said. "So, did you make that suit yourself? How'd you get your powers? Are you going to tell us your real name?"

"Okay, wait, wait, stop a minute," Spider-Man interrupted, hoping to cut Janet's fast barrage of questions off before he completely lost track. "Sorry, but could you just slow down a little so I can actually answer?"

"Oh, sure no problem," Janet nodded. "But seriously, are you going to tell us your real name, or do we really have to just call you 'Spider-Man' the whole time you're here?"

"Uh…no offense, but I'd rather not reveal my secret identity just yet," Peter replied.

Janet looked like she was about to protest when Steve interrupted, "Jan, everyone here is entitled to a secret identity if they want to keep one, so it would probably better if you let Spider-Man get a little more comfortable around everyone before asking him what his real name is, okay?"

"Okay, sure," Janet pouted with a shrug, but her two friends knew that was not likely to be the end of it any time soon.

Sam was the next one to introduce himself, and he did so by extending a fist towards Peter while saying, "Name's Sam Wilson, aka Falcon. Welcome to the academy, Spider-Man, and thanks for finally making it so that I'm not the only guy on campus anymore. Seriously you have no idea the abuse I've had to deal with from that."

"I'll take your word for it on that," Peter nodded as he met Sam's fist bump with his own fist, leaving only one student left to introduce themselves.

"So…I'm Carol, Carol Danvers, codename Ms. Marvel," the blonde stated as she held out a hand to Peter.

"Uh…hi, nice to meet you," Spider-Man replied as he hesitantly accepted the handshake from the very beautiful young woman in front of him. Of course, Carol took his hesitancy a different way.

"What? I'm not that scary am I," Carol inquired.

"Uh, no, no, it's not that," Peter insisted. "I'm just…not all that used to a really pretty girl talking to me that much, let alone two or three."

While Pepper had to smile at Peter's honesty to show she was flattered by his thoughts, Janet and Carol both ended up with slight blushes on their faces. Most of the other occupants in the room had to give a smirk in response to this and how Peter had so easily gotten both of the confident, eager girls to turn into blushing school children, including Fury to some people's surprise, but only one person ended up outright laughing at the sight. "Oh man! I don't believe it! I wish I had a camera right now because then I'd have photographic evidence of the moment when Carol Danvers was actually flustered by something a guy said to her," Sam chuckled as he attempted and failed to get control of his laughter.

"I…I'm not flustered! I was just surprised that he would come right out and say that," Carol immediately retorted.

"Oh really? So you're saying that you were surprised when earlier today you claimed that nothing a guy said or did could surprise you," Sam questioned in smugness.

"I…that's not…you…" Carol stuttered, until she ultimately settled on just growling in anger at the first male student of the academy while actively suppressing any urges she started to gain about throwing Sam into space.

Carol's stuttering only served to increase the humor that Sam found in the situation, and he soon made his way over to wrap an arm around Spider-Man's shoulder and said, "Dude, you have not only just made my day, but you have made me even more glad that you're a student here now beyond the fact that I'm not the only guy among the student body anymore."

"Glad to help…I think," Spider-Man replied in a slow, uncertain tone.

"Alright, if we've gotten all of that out of our systems, I think we'll cancel today's training session so that we can allow Spider-Man a chance to settle in, but don't go thinking that such things will happen every time we get a new student everyone," Steve announced, having to increase his voice a little at the end when the other three gave small cheers in response to the first half of what he was saying. The patriotic hero then turned to Falcon and asked, "Sam, would you mind showing your new friend to his room? It should be on his schedule, and while we did show him where the dorms are, I'd feel a lot better if he had someone a little closer to his age to show him there and answer any questions he might have for another student."

"Sure thing, Cap," Sam nodded before waving for Spider-Man to follow him, which the web-head immediately did after pulling his schedule out of his pocket so that he could have it ready to help him and Sam with finding said room.

Once the two boys had left, the rest of the group began to disperse as well, with everyone going off in various different directions for one purpose or another, the most notable being Fury going back to his private office in the Mansion, Tony and Pepper heading over to the campus' Stark Tower, and Cap going to the gym. This left Carol and Janet to just head off to do whatever they felt like doing, seeing as they had the rest of the day off to do so, and once they were far enough away from the academy staff members, Janet threw Carol a sly look that the blonde instantly recognized as the one her friend had when she knew she had been proven right. "Sooooo…admit it. You were wrong about Spider-Man being a myth," Janet prompted. "Come on, let me hear you say it. 'You were right Jan, my totally awesome, fashionable, and cool best friend, and I'm going to treat you to a meal at your favorite restaurant to make up for doubting you.'"

"Okay, I'm definitely not going to do that last thing, since I know you'll make me use up every last cent I currently have to my name if I treat you at that place, but I will admit that I was wrong about Spider-Man being a myth," Carol conceded with her hands raised in surrender. When Janet smirked in response to hearing this, Carol knew that she would have to do something to keep the brunette from holding this over her for a while, and the blonde knew the perfect thing to say. "Plus, I think you might've underplayed him when you said he was just cute. Even in that outfit he was wearing, he seemed pretty built. Maybe I should consider asking him out to dinner, assuming you'll be too busy fawning over him at a distance."

Janet's smirk instantly morphed into a shocked expression that was accompanied by a bright red blush as she replied, "I…I am not going to be fawning over anyone, and you can't ask him out! Not to dinner or anything!"

"Why not," Carol asked in an innocent tone.

"Because I saw him first," Janet replied with a hint of smugness.

"Uh-huh, and you've also had a crush on Spider-Man since before you even knew he was the same age as you or that he would be attending the academy with us," Carol slyly added on.

While it was true that Janet had a bit of a crush on Spider-Man, when it had first formed, it was really more akin to one that a girl would have on a favorite actor or singer, but after seeing him in person today, and finding out that he was going to be a student, that all quickly changed for Janet. Not that she was ever going to admit that out loud to anyone, so instead of giving a proper retort, she simply blushed and started sputtering feeble excuses, much to Carol's enjoyment. Eventually, Janet managed to regain herself after taking a calming breath and asked, "But you do think he is cute, right?"

"Jan, he seems nice enough, but how do you really know if he's cute or not if you don't even know what his face looks like," Carol inquired.

"You don't need to see someone's face to judge how cute they are, Carol. Especially when you're a rising fashion designer like I am," Janet smirked with pride.

The blonde rolled her eyes at hearing the most recent reminder of Janet's big dream of becoming a famous fashion designer someday, and while she will not deny that Janet did indeed have some skills in that department, as evidenced by the fact that hers and Sam's current superhero suits were in fact made by Janet, the constant reminders that Janet would throw out at them would get a little tiring to hear sometimes. "Don't you at least want to wait for him to tell you his name before you start chasing after him like a lovesick puppy," Carol inquired in an attempt to drive the conversation away from that particular topic.

"I am not chasing after him like a lovesick puppy," Janet insisted. "That's what a lot of boys did to me before I came to the academy. Besides, I really don't think you're in a position to criticize seeing as you still act like you hate guys sometimes, especially in Sam's case."

This time, it was Carol whose face gained a stunned expression, but it quickly changed to one of irritation. Janet had a tendency to tease her about the relationship between her and Sam ever since one of the more ridiculous arguments the blonde had with the winged hero made Janet comment that the two were arguing like an old married couple. When the two ended up silencing the argument and looking away from each other as if embarrassed, Janet took that to mean that they each secretly held feelings for one another and made it a point to tease the two about it whenever she got the chance, or if she wanted to get away from a particular topic she did not like discussing. It tended to be more effective with Sam, as he would often just leave the conversation at that and walk away, but with Carol, it would often lead the blonde to start chasing after Janet with a promise of inflicting harm to the size-changer as she fled giggling like mad. This time was no different. "JAN, you get back here so I can beat you to a pulp," Carol screamed as she took after Wasp, who had already taken off laughing the minute the word left her mouth.

* * *

"And here we are, your new home away from home," Sam announced as he and Spider-Man reached the web-head's new room in the dorms. "And knowing Stark, your biometrics are already programmed into the system so go ahead and give it a shot."

Peter did not dwell on the question of how Stark had gotten his biometrics programmed into the system so quickly, mostly because he was not sure he wanted to know, and simply pulled the room key from his pocket and inserted it into the lock while placing his hand on the door handle. After turning the key, he could have sworn he heard the sound of a scanner running before a single beep sounded to let them know that entry had been granted. Upon opening the door to the room, Peter had to stop and stare in awe for a minute at the sight before him. The room itself was actually very impressive and seemed a bit bigger than a typical dorm room for either a college or a boarding school. There was a small bed for one on the side that looked like something you would find in the nicest hotel you could think of, with a desk at the window, which looked out at an impressive view of the campus, since they were on the third floor, and a closet opposite the bed. To put it simply, the dorm room made Peter's bedroom at home seem very meager in comparison.

Peter could not help but look about the room in awe for another minute or so, and he knew that doing so was probably not warranted since it was not one of the like his friend Harry Osborn's room at home, but it was still very close in comparison. Seeing his new classmate was just staring around in silence, Sam could only assume that the web-head was really liking what he saw, and chuckled, "Yeah, we all had a similar reaction when we first saw our own rooms. Except for Jan, I think. I can't really say for certain since she was here before me."

"She did seem like the type to come from a family that was pretty well-off," Peter remarked, still in his dazed state. "I'm just not sure if I should be more amazed that I'm actually going to be having this room to myself for the moment or if I should be surprised that all my stuff that I brought with me is already here."

"Yeah, that's pretty normal, too. They always have someone on the staff bring your stuff to your room while they're giving you the tour. Certainly saves everyone some time lugging all that luggage in yourself, right," Sam shrugged.

Spider-Man nodded in reply and then noticed that there was one object in the room that was not among the items he had brought with him to the academy. The object in question was a small, silver briefcase with the academy's logo on the front, and it was just sitting there on the bed almost like it had been there forever, at least from what Peter was guessing. "Hey Falcon, do you know what this is, because I didn't have it with me when I got here," Spider-Man asked, indicating the briefcase.

Sam could not help but smile a little at Spider-Man once again referring to him by his codename, as he had done so ever since they left the Assembly Hall, and when he saw the briefcase that smile changed to one of fond remembrance. "Yeah, think of that as a kind of welcome package," Sam explained. "You see, every student gets that on their first day, and it basically contains all the essentials you'll need while you're here, or at least the ones that only the academy can give you. Go ahead and open it up. Everything in there's yours now anyway."

Spider-Man instantly did as instructed, and upon opening the briefcase he found a small, silver card with the school's emblem and his picture on it, what appeared to be a tablet, and a book that was titled "Avengers Academy Rules and Regulations." There were a few other objects in there that were typical of the things you would get on your first day at a new school, but Peter really only made a major note of those three items, as indicated when he picked up the first two items. He looked over his picture on the card and had to smile a little at seeing that the image depicted him with his mask on, along with the fact that it was not on in a weird way or anything like that, and after analyzing the card for another minute, he looked over to Sam to see if the other boy could tell him about the items in question.

"That card there is your Student ID Card, in case that wasn't already obvious, but it also acts as an unofficial Avengers ID Card. It has all the same functions as a normal Student ID mixed in with some of the ones that the Avengers ID Cards have like the communicator and being able to give you special access to things like the Stark Tower or the various other places and locations on campus. It also gives you access to the money you can use on campus for things like your meals or trips to the campus' club," Sam started explained as he went over the various items.

"This school has its own club," Spider-Man asked in surprise.

"Yeah, that's one of the places they don't show you on the official tour, but I guarantee that you'll be well acquainted with the place by tomorrow at the latest. Trust me, Jan seems to make it a point to make sure that we all know about it," Sam shrugged in response before he indicated the tablet. "Now that little beauty is a modified Stark Tablet, specially designed for all of us Avengers Academy students. You can't download any games onto it, mostly because they don't want us to waste data space like that, but you can access the internet along with the school's personal database, while also storing PDF files of your textbooks on there. They really insist on doing that last one, and so do the rest of us, because who wants to carry around a bunch of heavy textbooks when you have something like that at your disposal?"

"Yeah, I can understand that," Spider-Man nodded in agreement, having dealt with the pains of carrying around heavy textbooks plenty of times in the past. Such was one of the downsides to being a weak nerd after all.

"And I doubt I really need to tell you what that last item is, but in case I do, that's basically the book that provides all the guidelines and rules of the school," Sam finished as he indicated the book that was still in the briefcase.

"Okay, thanks again Falcon, and thanks for helping me find my room," Spider-Man nodded.

"No problem, Bro, but seriously, you can just call me 'Sam.' We don't really refer to each other by our codenames unless it's for introductions or while we're in a training session," Sam revealed.

"Guess I'm the exception to that since I'm so determined to keep my secret identity…well, a secret, huh," Spider-Man asked in a downtrodden voice.

"Well hey, no one's gonna hold that over ya, but it would be cool if you did tell us your real name. You can trust us," Sam reassured his new friend.

"I get that. I'm just…I'm not really used to the idea that I can actually tell other people about who I am behind this mask yet, so mind just giving me some time to adjust to that," Spider-Man stated.

"Not a problem, Spider-Man," Sam nodded, and he then turned to leave, but he soon paused in the doorway before looking back. "Hey, do you have like a nickname or something?"

"A nickname," Spider-Man asked.

"Yeah, nothing personal, but calling you 'Spider-Man' all the time kinda makes me feel like I'm constantly addressing you by your full name. Like, how would you feel if you were always calling me Samuel Wilson," Sam explained.

Spider-Man nodded in understanding of that and then tilted his head in thought for a moment before saying, "Aside from Web-Head and Wall-Crawler, I've never really thought about that kind of thing that much."

"Well, don't worry. We'll think of something that the Bugle hasn't come up with that's meant to be some kind of insult sooner or later," Sam reassured, getting a nod of thanks from Spider-Man in response. "So listen, once you're done settling in, if you want to hang out and study up, I'll be over at the Timeless Archives doing a bit of catching up on my own studies."

"Thanks, I think I might take you up on that," Spider-Man nodded in reply.

"Cool. Oh, and one last thing: breakfast is usually served at 7:00 am while classes start at 8:00 am, but if you want a decent amount of hot water for when you shower, you might want to get up an hour before breakfast, cause the girls tend to use it up pretty quickly," Sam advised.

"Okay, thanks for the tip," Spider-Man nodded once again, and with that, his new friend departed to allow Peter a moment to get everything together before meeting Sam at the campus' library. When he opened one of his boxes and found a recent family picture inside, Peter could not help but smile a little at the sight of him standing next to his aunt while his late uncle was seated in the chair between them, each of them wearing smiles on their faces. "I don't know what you would think of me doing this, but I still intend to keep making sure I won't let you down again Uncle Ben," Peter whispered before placing the picture in a place that would be well-hidden from prying eyes for the moment. When he finally finished settling in, he left his room with his new Student ID and room key pocketed, and his Stark Tablet under one arm so that he could meet up with Sam at the Timeless Archives, thinking that things were off to a pretty good start for the moment.

* * *

 ** _AN: So there you have it. With the addition of Spider-Man, Avengers Academy's student body is composed of four students. The other three being Sam Wilson aka Falcon, Carol Danvers aka Ms. Marvel, and Janet Van Dyne aka The Wasp. I certainly hope you all got a reasonable idea for the dynamic that is held between the characters with this chapter, but if not, well we can always hope it becomes a bit more clear in the next one. If you're having trouble picturing each hero's attire, then let me lay it out for you._** ** _Carol's hero look is actually, for the most part, the same as her Captain Marvel suit, except with her Ms. Marvel mask and a scarf instead of a sash. I'm really just having her go by Ms. Marvel because, for one thing, she's a little young to be a captain in that sense just yet. The other reason will be explained later on._** ** _Sam's Falcon suit is actually his level 3 appearance from the Avengers Academy game with the goggles he wears in the MCU. Wasp's suit is the same as Sam's, but it also normally serves as her normal attire._**

 ** _On that note, yes the characters will alternate between those suits, which we all saw in this chapter and a more casual attire, kinda like how there's your regular school clothes and your gym clothes. Also, since I forgot to mention this last chapter, Spidey's outfit can actually be seen in the cover art for this story._**

 ** _Speaking of the web-head, no he hasn't been called "Spidey" by anyone yet, but that will change by next chapter. I'm not really sure whether he started calling himself Spidey or someone else did it at one point and it just stuck, so I'm taking my own approach to how that would happen._**

 ** _Now I hope you all have a good idea of what the academy campus looks like, but I would like to clarify on a few things about it. First off, I tried my best to kind of mix the look of the Avengers headquarters that was set up at the end of Age of Ultron with some locations and buildings that can be found in the Avengers Academy app, since this story does draw some its basis and inspiration from that game, hence part of the reason why it has a Stark Tower and the Timeless Archives. There are one or two other locations on the campus we haven't seen yet, but we'll get to those later on when they become relevant._**

 ** _Finally, we've seen a bit more of Peter's past via that explanation about his web shooters and how he developed his webbing. The latter was partly inspired by the Ultimate Spider-Man comics. Not the TV series, but the comic series that was around long before the cartoon, back when the Spider-Man of that universe was still Peter Parker and not Miles Morales. _**

**_Well, I believe that covers everything. Anything I missed or forgot to mention this time I will be sure to explain next chapter at the earliest, and if there are any questions, please send them via your reviews or in a PM. For now, let's get you all moving Onto the Preview!..._**

 ** _It's the first day of classes for Spider-Man, and that means everyone's back to the regular routine at the Academy. Discover what happens on a normal day at Avengers Academy, while also discovering just what certain outside forces are planning in response to the Avengers' new learning establishment. Will everything turn out okay for our favorite web-head's first day at this new school, and will he eventually find enough reason to trust his classmates with his secret? Find out next time._**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


	3. Time for Class

_**AN: Hey everybody, are you ready for a serious, action-packed tale of heroics?!**_

 _ **Audience: YEAH!**_

 _ **AN: Are you ready for some good old fashioned face-offs of good vs. evil?!**_

 _ **Audience: YEAH!**_

 _ **AN: Do you wanna see some Avengers-world-saving epicness?!**_

 _ **Audience: YEAH!**_

 _ **AN: Well this chapter...does not have any of that.**_

 _ **[Audience moans in disappointment]**_

 _ **AN: Sorry, but this basically gives you all an idea of what will normally go on during a day at Avengers Academy, along with giving us some more in-depth looks at some of the characters that take center stage as the story's main leads. Yes, there will be some action, but it won't be the central focus of the chapter.**_

 ** _Much as I'd love to let you all get right into it, we've got a few reviews to answer first._**

 ** _First up is another review from "Riderman09". In response to your question, I already have a line-up of major students in mind, as well as something up my sleeve for the villains as well, which you may or may not get a first glimpse of when we come to the next chapter, but if there is any particular hero you want to see, I might try to do what I can to get that hero worked in at some point or another, be it as a cameo, as a small minor role, or whatever have you._**

 ** _Next up is a review from "Spider-Ninja0117", who wants to know about the status a certain character from the Spider-Man mythos. Let me just remind you that Spidey is still at the early point of his career, so the only major loss he has suffered in his life so far is that of his Uncle Ben. As for whether or not we will see other spider-themed heroes like Spider-Gwen...well, that may not happen until a very later point down the line._**

 ** _Finally, is the review from "darkavenger619". Thanks for the compliments dude, and as for your request, I'm trying my best to keep all the interactions between each character as evened out as possible right now, but if someone interacts with one character more than the other, well...that's really just how it'll end up working out._**

 ** _Okay then, let's get you all rolling onto the story, shall we?_**

 ** _I do not own anything from the Marvel franchise or any other franchise mentioned in this story._**

* * *

 **Chapter 3: Time for Class**

Words could not begin to describe how happy Peter was that the showers at the academy had tinted glass that could hide him completely while he was in there, because he did not want to even think about how weird it would have been to have to shower with his mask and goggles on. Still, he did end up wearing both before and after he stepped out of the shower stall when he went for one the morning after he had arrived at the academy, and now all he had to do was head down for breakfast before he could say that he was ready to officially start his first day at Avengers Academy. It did not take him long to find the dorm cafeteria, and but it did take a moment for him to decide what he wanted to eat for breakfast, seeing as they had an entire buffet of practically every breakfast food in existence, but in the end, he elected to help himself to some French Toast, sausages, bacon, and eggs along with a tall glass of milk. Almost instantly after leaving the buffet with his plate-full of food, he heard someone calling out to him, and he was instantly met with Janet waving him over to where she was sitting with Sam and Carol when he turned in the direction of where the call had come from.

"Morning Spider-Man," Carol greeted once the web-head had reached their table and sat down.

"Morning," Peter nodded.

"Hey, you're not wearing the mask today. Does that mean you're going to tell us your real name now," Janet noted before she beamed with excitement.

Indeed, Peter had decided to forgo wearing his red mask outside of when they were training while he was on campus, but he was still wearing his heavily tinted goggles. He was not all that sure about it at first, but he eventually reasoned that there were a vast number of Caucasian teenage boys with brown hair in New York alone, so there would not be any harm in not wearing his mask so long as he kept the goggles to hide his eyes; those would be a much bigger indicator of his secret identity than anything else. "Sorry Janet, but I'm afraid that I'm going to have to say no to that once again," Spider-Man replied with a small smile, showing that he was kind of enjoying messing with his new classmates like this.

Janet just pouted in response while Carol laughed at her reaction, leaving Sam to ask, "Well have you at least thought of a nickname you can use?"

"Nickname," both girls repeated in questioning.

"Yeah, Sam thinks that I need something to go by other than Spider-Man, Web-Head, or Wall-Crawler," Peter explained. "Apparently always being called Spider-Man is like addressing someone by their full name."

"Well why not just call yourself 'Spider,'" Carol suggested.

"No way," Spider-Man instantly protested. "I've already got enough people thinking that 'The Spider' is my actual name or something. I'd rather not start giving them a reason to think that's accurate."

Janet hummed in thought for a minute while tapping a finger against her chin, until she brightened up in excitement once again and said, "Well how about…'Spidey'?"

"Spidey," the other three questioned.

"Yeah, it's kinda like calling him Spider, only a lot more friendly," Janet explained.

"Spidey…" Peter mused aloud, testing how the name sounded for himself. After repeating this for another couple of minutes, he finally smiled a little and declared, "I like it. Okay then, Spidey it is."

"Cool," Sam nodded in approval along with Carol.

After that, the four continued eating in silence, but there was no denying that there were still some questions hanging in the air for all of them. For Peter, it was really just the question of what his classmates were like, but he was not sure if he would be able to ask without sounding rude or anything since this would be the first time he had talked to other heroes his age, while the other three were all curious to learn whatever they could about Spidey before classes started for various reasons. Eventually, Carol finally broke the silence and asked, "So how'd you get your powers, Spidey?"

Peter was a bit hesitant to answer the question until he remembered what Cap had told him yesterday, so he swallowed the food he currently had in his mouth and replied, "Uh…I got bit by a radioactive spider."

"…Seriously," Sam asked in disbelief.

"Yeah, true story," Spidey confirmed.

"Wow," was the only thing that any of the other three could say, since they were not expecting that. After thinking it over though, a simple explanation like that did seem plausible enough.

Spidey was not really comfortable with the stunned silence that had followed so he eventually asked, "What about you guys? How'd you get your powers?"

Carol elected to go first with her explanation, and said, "I was visiting my brother at the military base he was serving at; he had offered to show me the fighter jets they had on the base. Part way through his little tour, the base ended up having a close encounter with an alien soldier that was battling a robot that his people had sent to scout out whether or not Earth would be a threat to his people. My brother tried to get me to safety, but I ended up tripping right into the robot's line of fire. Thankfully, the alien, who later said his name was Mar-Vell was able to shield me from the blast, but at the same time, I ended up exposed to a large amount of the energy that his people could wield as weapons, and as a result, I was transformed into a Half-Kree woman. Didn't actually realize it until I woke up in the hospital floating over my bed though."

"Whoa," Spidey gasped. "So what happened to that Mar-Vell guy?"

"He went home to convince his people that Earth could be an ally to them and not an enemy after teaching me a few basics about how to control my powers, at least in the case of my flight, super strength, and energy blasts. I haven't seen him since," Carol shrugged.

Spidey nodded in acceptance of that and then turned to the other two wondering who was going to share next, and it turned out that Janet was the one who ended up sharing. "My story's kind of similar to Carol's, just replace the military base with a science lab, and all the alien stuff with an experiment that my godfather was working on."

"Wait, your godfather's a scientist," Spidey asked.

"Yeah," Janet shrugged in admittance. "You probably met him yesterday."

Peter just looked at Janet in confusion for a minute before it finally clicked as to what she meant. "Wait…you mean Hank Pym is your godfather?!"

"Yeah, he is," Janet sighed in response, thinking that she knew what was coming next. "And before you ask, no, I can't help you get some big sciencey thing or scholarship from him. A lot of major science geeks have asked me to do that plenty of times in the past, and some of which only did so after dating me for a couple of weeks for that reason alone."

"Why would I want to ask you for that? Doctor Pym has already asked me to work with him on a few things and agreed to help me do some work on a few of the experiments my dad had been working on. More to the point, why would someone date you just for that reason. You seem more like the type someone would date just because you seem like such a cool, fun, and really pretty girl," Peter asked in total honesty. A minute later his face had lit up in a blush and he asked, "Did I just say all of that last part out loud?"

Janet was also blushing in response to Spidey's statement as well, but she was doing so with a smile and a shy look that had caught both Carol and Sam by surprise. If there was one thing that did not belong in any description or sentence involving Janet Van Dyne, it was the word "shy." After shaking her blush away as best as she could, Janet finally giggled a little and said, "You did, and thanks. It's always nice to hear some good-natured compliments." When Spidey returned the smile, Janet took a quick breath to calm her nerves and continued her story. "Anyway, I had gone over to Hank's lab to get him to stop working long enough to eat something, since he had been in there nonstop for the entire day, but unfortunately, it was right at the moment when he was trying to contain a sudden explosion of Pym Particles. I got caught up in the blast and as a result I gained the ability to alter my size and mass at will like Hank can with his Giant-Man suit, along with the ability to shoot bio-energy stingers and grow wings when I'm small."

"So you can use size-changing powers naturally," Peter asked, just to make sure he was understanding right.

"Yeah, but it's easier for me to shrink than it is to go big like Hank normally does these days. Turning into a giant really tires me out," Janet admitted with a shrug.

"Hah! That's another good reason why it's better to be a hero who doesn't have powers," Sam joked with a smirk.

"Wait, you don't have powers," Peter asked as he turned to Sam.

"Nah, just a really cool jetpack," Sam shrugged. "You see my dad was in a paratrooper unit that tested and utilized a next-generation flight suit for aerial surveys and rescues before he died in the line of duty. One day I found one of his old flight suits and modified it so that I could use the jetpack without needing the entire suit. After taking to the skies to try and stop some bad guys and help people, Cap saw me in action and offered me a place here, and the rest is history, much like the class that Cap teaches."

"Captain America teaching history class. Somehow that doesn't really surprise me," Spidey mused. He then remembered how Sam mentioned that his father had died in the line of duty and became a little more somber as he said, "Sorry about what happened to your dad, though."

"Don't sweat it too much. It happened a few years ago, and I knew that he was doing what he did to help people, so I'd like to think I'm carrying on his mission by being the Falcon," Sam shrugged.

"I'm sure he'd be proud of you, Sam, unlike my dad who never really approved of me wanting to join the Air Force," Carol stated.

"Be glad that either of you at least have one parent, or even know where they are. My father disappeared one day when I was still a little girl, and I don't even know what happened to my mother," Wasp mused sadly, an emotion that seemed a bit alien on the normally excitable girl to Peter.

Even though he was wondering how they had gotten onto such a depressing topic, Spidey figured there was no real harm in continuing the line of conversation and added his own two cents. "Both of my parents died in a plane crash when I was really little," Spidey revealed, drawing all attention to him. "I had been raised by my aunt and uncle since then, seeing as they were the only other family I have, and a few months ago, shortly after I got my powers, my uncle was shot by a crook that broke into our house."

"Aw man. Sorry to hear about that dude," Sam empathized.

Spidey just waved it off and said not to worry about it, and while Carol and Sam both seemed to accept his words when he said he was not too upset about it, Janet had a feeling that Spidey was not quite as okay as he claimed he was about the matter. Thinking it would be good to move away from the sad topic, Janet quickly asked, "So tell us a bit about your powers, Spidey. I'm kinda wondering how you do that whole wall-crawling and web-shooting stuff."

"Well for one thing, shooting webs isn't one of my powers," Spidey clarified, and he then went on to show everyone his web shooters while explaining how they worked like he had yesterday. He attempted to give a much more simple version of the explanation, since he was pretty sure that not all of them would have been able to understand the exact science, but it turned out that Sam and Janet were able to understand a little bit of the exact science behind how the devices worked, much to his relief.

"So do you also use tech to stick to walls too," Sam asked.

"Uh no, that's an actual power," Spidey admitted. "You see, I basically stick to walls by manipulating the electrons in my body so that my molecules bond to a surface, or at least, that's the theory I have on it. It works better through my hands and feet because of an instinctive sense, and it can work through my gloves and shoes, but only if they're very thin, otherwise there's a bit of resistance. I can use that with any part of my body, but only if I concentrate."

"Cool," Carol breathed. "What else have you got?"

"Proportional strength of a spider, enhanced speed and reflexes, agility, I heal a bit faster than most people, and my Spider-Sense," Peter listed.

"Wait, what was that last one," Janet asked.

"I…I have an extra sense," Spidey explained. "It's like a tingling or a buzzing in my head that warns me of danger like when someone's about to attack me or something. It doesn't really identify the attack though, it just tells me where its coming from and what direction I should move in to avoid it. I think it also kind of helps me direct where I shoot my webs so that I don't end up trying to fire one at something that isn't there or so that I don't crash into a building, like an enhancement to my instincts or something. I don't really know the full extent of how it works."

"So basically, it's almost impossible to catch you off-guard," Carol asked.

Spidey just waved his hand from side to side and said, "Eh…more or less."

"Guess that means you have an easy time at Poker without even trying," the blonde then smirked.

"Okay, I may not know everything about how my Spider-Sense works, but I do know that it doesn't work like that, not unless my winning the hand would lead me to get shot," Spidey immediately disputed.

"If you say so," Sam shrugged in reply.

After that point, everyone just finished up their breakfast before going to their rooms and getting their school supplies together for the day, with Sam tagging along with Spidey so that he could help his new bro find his classes. Of course, that would actually be a job that all three of the other teen up-and-coming heroes had for the most part, since they all shared the same core classes. When Spidey asked why that was the case, Sam explained that the staff figured there was not much point in splitting the only four students on campus into different classes except in the case of extracurricular classes and activities, so for the most part, everyone had the same schedule in regards to the major subjects of Math, Science, History, and English. After everyone had gotten their things together, the group of four ended up gathering together once again outside the dorm so that they could all walk to class together, which not only served to make sure that Spidey did not get lost, but also so that they could spend a little more time talking.

The subjects that they really talked about were not as serious as what was discussed over breakfast, as it mostly pertained to whatever topic they had heard on the news, in pop culture, or just whatever had caught their attention, until they were half way to their first class of the day, when Janet finally decided to ask about something she had been wondering since she first saw the web-head earlier at breakfast. "Hey, how come you're wearing your Spider-Man suit right now," Wasp asked Spidey.

Carol and Sam both turned to Spidey as well, since they just realized that the only thing about Spider-Man's outfit that was different from what they saw him wearing yesterday was that he was only wearing his goggles to hide his identity, and yet the rest of his hero suit had remained. Spidey just shrugged in response and said, "It just felt kinda weird to not wear something that was at least pretty close to my Spider-suit while I'm out and about on campus, ya know?"

"Yeah we get that, but you're wearing everything in your costume except the mask," Sam indicated. "Don't you have like a red t-shirt and blue jeans to wear instead?"

"Well yeah, but like I said, I just…didn't want to wear civilian attire when I'm at a superhero school. I mean, you guys are wearing outfits that are clearly civilian stuff but are still something like your costumes…or uniforms…or whatever you guys call the outfits you wear for when you're doing hero stuff," Spider-Man reasoned.

Spidey was correct in his statement, as Sam and Carol were both decked out in different outfits than what they had when they first met him. Sam still had his black muscle shirt on, but he had switched his red jacket out for one that was mostly white with red sleeves and pockets, which he left unzipped, black pants with a single red line going up the outer sides of his legs, and red sneakers. The goggles he had on his head before had also been swapped out for a pair of red sunglasses that he currently had atop his forehead, leaving his jetpack as the only thing other than his shirt that was the same as his other suit. Carol on the other hand was much different compared to what she was previously wearing, as the only thing that she kept from her Ms. Marvel suit was her red scarf. Aside from that, she was decked out in a dark blue t-shirt with the star-logo in the center, a red vest, black pants, and blue sneakers, while her mask and gloves were now both absent from where they had been before. The only person who had not changed their attire at all aside from Spidey was Janet, with exception of the fact that she currently had her own pair of sunglasses atop her head as well.

"Well I can understand feeling a little out of place if you're not wearing something similar to your suit here, but you really shouldn't be wearing your costume all the time. We normally just change into them for when we're in training sessions, personal workouts, or the rare chance that we get asked to come on a mission with any of the Avengers," Carol stated.

"Wait…what about when you go out for a patrol in the city," Spider-Man asked.

"Why would we do that," Carol asked. "It's not like the bad guys are just going to show up every day at random."

"Maybe not in the case of supervillains, but what about the other types of criminals like carjackers, gangs, muggers," Spider-Man started to list.

"Are you serious," Carol asked in disbelief. "We're training to become Avengers, and that means fighting threats like alien invasions, Doctor Doom, and other stuff like that. We can't be worrying about the small stuff like that when we've got bigger threats to deal with. Just leave that type of thing to the police."

None of the three had noticed that Spider-Man had stopped walking until they were a few feet ahead of him, and when they looked back to see why had paused, they all saw him with his head down and a frown on his face. Sam was about to ask Spidey if he was alright when the web-head finally spoke up again in a voice that was just barely above a whisper and which possessed a gravely serious tone to it. "Maybe you can say that type of thing, but I can never look the other way when there's someone in trouble, no matter how 'small' others may think it is. For me, there's no such thing as a small-time crime, so I can't just look the other way. Not again."

Though Spidey had said those last two words much more softly than the rest so that the other three would not hear them, one of his new classmates had heard it, and as a result, a confused look had been drawn upon her otherwise happy, energetic face. Even as Spidey picked up the pace and started walking ahead of her and her blonde friend with Sam, Janet's confused and concerned expression remained fixed on Spidey's back as she found herself wondering, _'Just what did he mean when he said he couldn't look the other way again?'_

* * *

The first class of the day for the four turned out to be History Class, taught by none other than a man out of time himself, Captain America. When he first saw that Cap was teaching this particular class for himself, Spidey could not stop himself from asking if Stark had set this up as some kind of joke against the super soldier. He was shocked to discover that Cap had actually volunteered to teach the subject, on the basis that someone who was literally a living piece of history was usually the best person to teach such a subject. It did make a little sense if you were to go by that logic, and yet somehow, the subject still ended up being quite boring for all four of the students, with the only exception being Sam, seeing as he was a bit of a history buff, a fact that he did not attempt to keep secret from his classmates. Of course, while the overall subject of history was boring, that did not mean the class was, because Rogers found a way to make sure that everyone stayed awake in class by making History seem like much more exciting subject to learn for everyone's sake, meaning any thoughts of sleeping during the first period class never even crossed anyone's minds.

The next class they had was English with, surprisingly, Natasha Romanoff, the Black Widow, and Peter was about to make a joke about how someone who was Russian was teaching the subject when Wasp and Sam both shushed him before he had the chance. This had led Janet to explain that the last time one of them pointed out the very same fact, Romanoff had gotten rather upset with said person, so when they ended up having her as a sparring partner for their training session that day, she had not held back by very much. Carol commented that even from the sidelines, it had been the scariest thing to see in any of their lives. Hearing this quickly prompted Peter to keep his mouth shut on the matter, but since he had already started the joke, Widow's attention was firmly on him, silently asking him to finish what he was saying.

"Uh…I was just going to say that it was going to be…really cool to have you teaching this subject, since you know multiple different languages that you could also teach as well, which means there could be a chance we could learn a second language while learning more about our first," Peter immediately informed the redheaded spy.

Romanoff held her gaze for another minute before she finally smirked and said, "Well, good to know that there's a little bit of sense in that head of yours, Spider-Man."

Spidey was not really sure how to take that remark so he simply nodded and took his seat so that the class could continue. Each of his three classmates let out quiet sighs of relief in seeing that their new friend had avoided that catastrophe, and then carried on like nothing had happened. Surprisingly, English Class with Black Widow passed along like any other English Class, just with the redhead taking the term "tough-teacher" to a new extreme when she explained what she expected of her students to Spider-Man. The way she had phrased it made it seem like she was giving out a subtle threat to not do anything remotely close to failing the course, almost like she was treating it as a high-risk spy mission, and considering that the woman in question was one of, if not the best spy in the world, second only to Nick Fury, there was a very good chance that she was doing as such, so it was only natural that Spidey found himself very scared of his new English teacher.

The web-head could not be any happier when the lunch break finally came around, and it seemed that his three new classmates shared his feelings of relief, despite the fact that they had been taking the class under Widow for a few months now. When Peter asked why they were as relieved as he was, the only response that any of them gave was that it never got any less scary having Black Widow as a teacher for anything; a statement that did nothing to make Spidey feel less nervous about when that class rolled around the next day. Thankfully, any fear of the Black Widow's wrath did nothing to deter anyone's appetite since lunch had finally rolled around, and once again, the four were seated together at the same table, only this time, it was in the mess hall of the Mansion.

When Carol noticed the amount of food that Peter had gotten for himself practically equaled the amount he had for breakfast, she could not stop herself from asking, "Do you always eat that much for every meal?"

Peter looked up in confusion for a minute before looking back at his plate and understanding why she had asked. "No, I'm actually not that hungry at the moment, but then again, I haven't really done much web-swinging today, so that might have something to do with it," Peter shrugged in reply.

"Seriously? You haven't eaten as much today as you usually do? How are you so…well…skinny," Carol finally asked, having failed to think of a suitable word to say in place of "skinny" when she was asking.

"Carol, me and Spidey are guys. Unlike you and Jan, we don't worry about watching how much we eat until absolutely necessary," Sam smirked in response for Peter.

This comment drew a heated glare from Carol as she replied, "Oh really? You really want to bring that kind of sexist attitude into this?"

"How is it sexist when it's true? Guys don't try to starve themselves like women," Sam argued.

"Well maybe if society didn't judge women so harshly, like with how skinny they are or on their various other features, we would be able to just pig out like you boys seem to enjoy doing," Carol immediately snapped.

"Are they always like this," Spidey whispered to Janet as the two continued their impromptu argument.

"Just about. I think they just argue like this because they don't know how to tell each other that they're really in love with one another," Janet replied with a teasing grin, drawing a similar expression from Spidey once he figured out what she meant by that statement.

The desired reaction quickly came when the two flyers both shut up and threw their own respective glares at Janet and snapped, "I heard that, and I am not in love with her/him!"

Janet just threw a knowing smirk at the two, given how they had responded at the exact same time, and when Sam and Carol both realized that fact as well, they immediately turned away from both Janet and each other, refusing to meet the gaze of any involved. Hoping to steer away from any awkward silences and back to Carol's question, Spidey immediately said, "While I don't really agree or disagree with what Sam said, I'm pretty sure that's not why I eat so much. I mean, after I got my powers, I started to notice that I tend to eat a lot more than I used to. I don't know if that's a side-effect of my powers or if I just burn a lot of carbs when I'm doing my Spider-Man thing, but ever since I got my powers, I'm just always hungry for some reason. That didn't really help my family's food bill all that much, considering we were having a hard time keeping up with all the other bills."

Everyone nodded in response to what the web-head said as an explanation to his eating habits and then resumed their meals like nothing had happened, aside from when Carol muttered, "So not fair that he can eat so much and it doesn't do anything to his appearance."

Janet smirked, having heard Carol's otherwise unheard complaint, and then turned back to Spidey and asked, "So what do you have as your extracurricular-classes?"

"Uh…I'm pretty sure that I've got hero-training or whatever you call it," Spidey replied.

"Yeah, we pretty much just call that Gym Class," Janet shrugged. "But we've all got that. I mean what else besides that? Are you taking like art, or music, or computers, anything else that's actually fun, or at least what you would consider fun? Not that others wouldn't consider them fun, I'm just saying what you would consider fun, since I don't know what you do for fun. You know, like how I don't know your real name, and we just met yesterday and we didn't have time to talk much beyond the introductions, so…"

"He gets it, Jan," Carol interrupted her friend before the size-changer could go any further and end up saying something that would lead to her putting her foot in her mouth.

While Janet felt a little embarrassed about how she had phrased her question, Spidey just smiled in response to it, thinking that she actually seemed a little cute when she was rambling on like that and ended up blushing a bit afterwards. Realizing that such thoughts were entering his mind, Peter immediately gave himself a mental shake to banish them, since he was sure that a great girl like Janet probably had a boyfriend or something, or she was interested in someone else that was probably way cooler and better than some geeky kid from Queens. He then pulled out his schedule so that he could answer Janet's question, and attempt to further distract himself from the forbidden thoughts he was starting to think, and after looking over the schedule for a minute he replied, "I don't think I really have anything. I mean, I've got a couple of extra science classes, but I'm pretty sure that those are just my meeting with Doctor Pym that he said we'd be having later on."

"What? That can't be right," Janet protested as she extended a hand to Spidey, silently asking if she could see for herself. When Peter granted the silent request and handed over the slip of paper, the two could feel their fingers brush for the briefest of seconds, and instantly looked away from each other, leading Sam and Carol to exchange a knowing glance between themselves at the sight. Janet brought all attention back to the topic they had been discussing when she said, "Huh. Guess that is right. Doesn't look like you're doing anything other than the extra science classes."

"Really," Carol asked in surprise. "Weren't you part of any clubs or anything at your old school, because even though the only 'club' on campus is Club A, those things normally translate into extracurricular classes."

"Well I was a photographer with my school paper, but I'm pretty sure that this place doesn't have anything like that, so…" Peter trailed off with a shrug, acting like it was no big deal, but on the inside, he was kind of disappointed that he would not be able to exercise his talents in photography as much as he had before.

"You're a photographer," Janet gasped in excitement once again.

"Well, I'd like to think I do a pretty decent job with a camera," Spidey admitted in complete modesty.

"Hey you know what, we should start up a school paper for Avengers Academy," Janet then suggested.

"Uh…why would we do that? The only people here aside from us are the staff and the few SHIELD agents who're around to help keep the campus secure, safe, and clear of any rumble that might be incurred from certain training sessions and stuff," Sam asked.

"Well what if we get a student that wants to become a journalist? Doesn't being part of a school paper help on a resume for that kind of job," Janet pointed out.

"Don't know, but if I ever do apply for a journalism job, I can already tell you one place that I have _no_ intention of applying with," Spidey stated.

"And who would that be," Carol asked.

"Daily Bugle Communications, or really anything that has even the smallest positive connection to J. Jonah Jameson," Spidey revealed.

"I don't blame you for that," Sam agreed, getting similar nods of agreement from both girls as well, seeing as they've never heard a lot of good things said about any heroes from the Bugle, if any at all.

"Well, you could also help me out with some of my fashion design classes. It'd be good practice for when I finally get some designs out on the runway," Janet then offered Spidey.

"You're a fashion designer," Spidey asked.

"In training, but yeah. Just you watch, Janet Van Dyne is going to be the next big name in fashion some day," Jan declared with pride, getting eye-rolls from both Carol and Sam in response, since they had heard these claims what seemed like a thousand times already.

"Wow, that sounds awesome," Spidey praised, since this was his first time hearing about this and he did not know any better.

Shockingly, instead of her usual montage of boasting about her big dream, Janet actually smiled shyly and blushed once again at Spidey's praise and thanked him for it in a small voice, surprising Sam and Carol at her sudden change in behavior yet again. Janet must have missed the look that her two friends exchanged between them, because she immediately looked back to Spidey and asked, "So what about you? Any big dreams for yourself and your future, or does it just stop at star photographer for some lucky company?"

"Nah, photography's a great hobby and all, but I was thinking of doing that as a way of getting started in the business world. I'm actually kind of hoping for a career as a scientist somewhere, kinda like my dad was," Spidey admitted.

"Your dad was a scientist," Janet gasped.

"Yeah. He was the one who actually came up with the initial formula for my web fluid, and he also did a lot of work in genetics and bioengineering, including a few joint projects with someone named Curt Conners. If I ever met the guy, it was a long time ago back when I was little and my parents were still alive," Peter admitted. "Doctor Pym…I mean, your godfather mentioned that he had studied some of my dad's work when I met him yesterday."

"Well, Hank studies the work of a lot of scientists, especially in the field your dad works in, so I can't say I really remember it myself," Janet shrugged in admittance while inwardly cursing at the fact that her chances of getting another clue to Spidey's real name had probably slipped through her fingers.

"Still, it's cool that you're following in your father's footsteps like that," Sam praised. "Like I said earlier, I kinda like to think I do the same thing sometimes in regards to being Falcon since my dad was one of the guys who used to use the flight suits I got my jetpack from."

Spidey nodded in agreement with this, and the rest of the meal continued on with casual conversation, only this time, Janet did not miss any of the sly looks that Carol was throwing her way, immediately telling the size-changer that the blonde thought something was up with her and that she would be hearing all about it later.

* * *

Lunch passed by without much further incident, and soon the four were in Math Class with Tony Stark, who apparently taught multiple classes in addition to that, including a few different science classes and computer classes. It made a lot sense that he would do so, since they were all topics in which Stark was a major genius, but if he were being totally honest, Spidey found the Math Class that Stark was teaching to be rather boring, much to his surprise, because he was sure that a class taught by Tony Stark would be a little more exciting. Of course, that was before he learned that Tony had to be told to dial it down by a lot so that no one was struggling to so much as to attempt getting the smallest bit of a passing grade in the class, and suddenly the class became much more interesting. The class that followed that was actually much more interesting to Peter.

Science Class with Hank Pym was probably the one class that Spidey was looking forward to more than any other subject, and the expectations he had for it were easily met and surpassed after only fifteen minutes into the session. Not only did Hank's excitement only get Peter even more pumped up for the things that they were learning, but it was so infectious that the web-head found himself nearly jumping out of his seat to give an answer to any question that he knew the answer to, unlike at Midtown where he was not always comfortable with doing so. Peter's excited attitude was not missed by anyone, and neither was his display of smarts, because he ended up answering nearly every question correctly when the Giant-Man called on him to answer, showing that he was indeed very bright when it came to the subject of science.

Now normally, when other students saw a classmate doing so well in a subject like Peter was with their science class, those students would either end up extremely jealous or annoyed with said student for some reason that could only be fathomable by High School teenager logic, but in the case of the other three students of Avengers Academy, they were just in awe of Spidey's display. Every time the web-head raised his hand to answer, they eventually stopped thinking he would give a correct answer, they believed that it was nearly impossible for him to give an answer that was anything remotely close to being wrong. Part of them did feel a little jealous of Peter's undeniable excess of knowledge in the subject, but the bigger part of them knew that Spider-Man definitely showed that he certainly had a promising career as a scientist, which made his dream of entering such profession seem all the more likely. By the time that science class had ended, all three of Spidey's classmates had made a silent promise to get Spidey to tutor them if they ever needed any help in the near future.

After that point, the only thing that anyone had left to worry about in terms of classes that all four of them shared at the same time was what passed as Gym Class at Avengers Academy: daily training with either one, a group, or, if they were lucky, all of the Avengers themselves. While Sam was changing into his Falcon suit in the locker room, he informed Spidey that the Avengers normally take this class in shifts since they all had knowledge to pass on to the new generation of heroes, be it on a solo basis or even with some of their teammates, and while it did serve as a good workout for some of them while helping them hone and improve their skills, each of three would agree that it was also the one class that they would sometimes dread going to, depending on who was acting as instructor that day. When Spidey asked him how they would know who was taking up the role of gym teacher for the day, Sam simply replied that they never knew until they were in the simulator room that was normally used for the class, and that made it all the more worrying for everyone. Of course, he did not hesitate to inform Spider-Man that so far they had not had the misfortune of having a session that was run by the Hulk, so that did ease Spidey's worries a little bit for the moment.

A few minutes later, each of the four students walked into the simulator room decked out in their full hero attire, which meant that Falcon and Ms. Marvel were once again wearing the outfits they were wearing when they first met Spider-Man, Spidey was now wearing his mask again as well, and Wasp no longer had her sunglasses on. When they all entered the room, they were immediately greeted with the sight of Captain America, Hawkeye, Black Widow, and War Machine, each fully suited up for action, and that immediately told them that they were most likely in for a session led by a group of Avengers team members, and three of the four students knew that such a session could only mean one thing in this case. Their suspicion was quickly confirmed when Cap announced what today's training would consist of, and they all quickly started hoping that they and Spider-Man would get a reasonable assignment.

"Alright everyone, for today's training session, we'll have you pair up with one of us for some one-on-one sparring so that we can evaluate your individual progress and skills, and so that you can all get a better idea of where you all currently stand in those areas," Captain America announced. "You're sparring partners have already been decided for today, so pay attention when I call your name to announce who you'll be up against, because I don't want to have to repeat myself." With that said, the super soldier turned to the Stark Tablet in his hand to announce the match-ups and the order they would be in. "First, Wasp versus Hawkeye."

"Lucky; she gets to fight the bow and arrow guy. Like there's really any contest there," Falcon muttered to himself, not knowing that Janet had overheard and was now throwing him a sour look, since she knew that it was never a good idea to underestimate someone just based off of their skill set.

"Ms. Marvel versus Black Widow," Captain America continued like no one had said anything, though he did pause to let Carol's moan of despair pass after the blonde had heard who her sparring partner for today was. "Falcon versus Captain America, and Spider-Man versus War Machine."

Falcon smirked a little when he heard he would be sparring with Cap, but it quickly vanished when the last match-up was announced and was replaced by the same look of worry that his two female friends had adopted when they realized who Spidey would be fighting for this practice session. "Can I trade partners with Spider-Man," all three of the senior-most students instantly asked all at once, drawing surprised looks from their instructors and a look from Spider-Man that remained unknown due to his mask.

"Well, this is a first," Hawkeye commented. "Normally when you guys want to trade sparring partners for these things only one of you wants to trade with someone else, especially when you hear that your partner is Black Widow. I don't think I've ever seen you guys all volunteer to trade with just one person like that. Have they ever done that before?"

"Nope, this is the first time. I honestly thought they would only do this if Hulk ever ended up teaching for this," War Machine confirmed for the archer.

"Perhaps you can all explain why you all want to trade sparring partners with your newest classmate," Captain America questioned.

Each of the three were a bit hesitant to answer until Carol finally stepped forward and explained her reasoning, which she was sure was the same as her friends'. "Cap, with all due respect, putting Spider-Man up against War Machine so soon like this just seems a bit like overkill. This would be the first time he's gone up against someone like any of you, and you're practically throwing him into the deep end of the pool."

"Nah, if we were doing that, he'd be fighting Hulk," Hawkeye disputed.

"No, having any of them spar with Hulk would be like throwing them into the middle of the ocean without a life preserver," Black Widow instantly disputed.

Hawkeye took a minute to consider his old spy partner's words before he eventually nodded in agreement with her. All banter beyond that point had ceased when Cap took the reins of the conversation again. "Do you really think you'll get to pick who you're first super-powered enemy will be out there? As we've told you before, you don't normally get to decide who your enemy will end up being or even when you face them. For all you know, you could end up fighting the likes of Doctor Doom tomorrow morning before you've had breakfast, or the entire Chitauri right when you're about to turn in for the night. That's why the match-ups for these things are always random, so that none of you will ever know ahead of time which of us you'll be facing and so that you can adapt for when you do face them. That doesn't change just because someone is new to the school, so as I've stated before, there is no trading sparring partners."

The three were about to protest further when Spidey finally spoke up, bringing them to a stop in said protests. "Don't sweat it guys. Did you forget that I've been fighting street crooks for a few months now, a number of which were armed with some big guns? This'll be no different from that, aside from the fact that it's one guy with all of the guns on him."

"Yeah, we'll see how sure you are of that when it's your turn, Web-Head," War Machine smirked in response.

Seeing that Spider-Man was so sure of himself about this led the three to finally nod in acceptance of the line-up of matches for today, and with that dispute dealt with, Cap brought the class back on track again. "Alright, first match-up will begin in just a moment. Everyone else, move to the sidelines and watch carefully. Just because the people fighting may be a little different from you doesn't mean you can't learn something from watching them fight."

Everyone just nodded to Steve and everyone other than Hawkeye and Wasp then moved to the observation booths that were on either side of the room. As they passed her, the three students paused to wish Janet good luck in her match, to which she smiled in thanks before turning her gaze to her current opponent. Once the arena was cleared, the simulation room came online to alter their surroundings to that of a forest that was likely somewhere further up north, given the amount of snow that was around them, and Cap gave the signal to start. From that point on, Spider-Man went between watching his new friends in their matches and making sure that he would be ready for his face-off with War Machine, namely by making sure that his web shooters were loaded with full cartridges of web fluid. As he observed the fights, he could see exactly what Cap had meant before, because while he had been told what each of his classmates could do, it was another thing entirely to see it firsthand.

Wasp seemed to utilize her size-changing powers to turn small and fly around her opponent more than anything else, while simultaneously blasting them with her stingers. This did serve as an effective strategy for distracting her opponents, but at the same time, she also seemed to be forgetting that she could do a lot of other things with those powers as well, such as flying in close and landing a punch to the face that would have had the force of a bullet, given that while her size had changed, her overall strength had remained the same. Of course, that was not always the case, as she did move in to engage in close-combat using her smaller size to propel herself forward and then return to normal size at the last moment just as she was about to strike, but when she did do as such, she did not always take note of her surroundings and seemed to pause for a moment to boast in one way or another when she should have been more cautious. The first time this happened, she had ended up landing near one of Hawkeye's trick arrows, which turned out to be a Taser Arrow that sent a very intense looking jolt through her body when Hawkeye activated it with the controls on his bow, but thankfully, she was not too seriously hurt by the sudden jolt. In the end, Wasp did manage to best Hawkeye, but still ended up receiving some words of wisdom from both her sparring partner and Cap on what she could improve on.

Ms. Marvel was the next one to show off her skills, though she did not seem as confident as she had up until now, but then again, when one considered her opponent was Black Widow, a woman who was rumored to be able to take down even the toughest of opponents with just her bare hands, that was easily understandable. One of the main points of concerns that Spidey noticed was that Carol seemed a little too confident in the strength of her powers, which was understandable since she was extremely durable, possessed super strength, and could fly at supersonic speeds, but that confidence in her abilities led her to just go charging in somewhat blindly for most of the fight. She did show that she possessed some knowledge of how to fight without powers, but she always seemed to go right for the options that required her to use said abilities. Of course, that did not really mean much against Black Widow, seeing as the redhead was giving Carol quite the runaround the entire time.

"Carol, you're supposed to stay _away_ from the kicks," Wasp called out in encouragement after she winced a little upon seeing her friend receive what looked to be a particularly nasty hit from the redheaded spy.

"And her fists…and her weapons…in fact, you should be trying to keep your distance period," Falcon added with a small smirk of good humor. "Actually, you would probably be better off just not getting into a match-up like this at all."

"Very funny you guys," Ms. Marvel shouted from where she was before she immediately jumped back to avoid getting her skull smashed in by a particularly powerful drop kick from Romanoff.

"You know, suddenly I'm very glad that we can't trade sparring partners," Spidey suddenly said, drawing the other two's attention. "This is pretty much showing one reason why black widows are considered to be one of the deadliest breeds of spiders, and I have no desire to find out how well that translates to Black Widow the Avenger for myself."

This drew humorous looks from both Falcon and Wasp, while Ms. Marvel just groaned in annoyance at the web-head's joke. That distraction ended up costing her the match, for a few minutes later, Black Widow had Carol pinned down for the count. After getting a similar lecture from her partner and Cap that Wasp had, Carol marched back over to the booth to sit next to Janet while Falcon stepped out for his match, throwing Spider-Man a dirty look the entire time she did, indicating that he should probably avoid her for a little while if he did not want to get her even more upset with him.

Falcon's match against Captain America was probably the most even match out of everyone's, seeing as the two were a pretty close match in skills and equipment, but Falcon's biggest problem was that he tended to rely on his jetpack more than anything else. He did mix things up and use some of his own fighting skills a lot of times, but whenever things got particularly hairy, he always opted to try and fly away even when there was not much of a chance that such a move would work. Still, the fact that he could take off and land in such a quick fashion was impressive, and from what they overheard Cap tell him afterwards, it seemed as though Falcon had definitely improved in that area since his last sparring match with the super soldier. With Falcon's match and subsequent lecture completed, all that was left was the moment of truth when Spider-Man faced off with War Machine.

Each of the three were quickly starting to pray that Spidey would do alright in this match-up, but what they did not know, was that the minute that the simulator room had altered itself to change into the city of New York, Spider-Man had immediately started to smirk behind his mask. War Machine was the one to start things off by firing a pair of shots from his repulsors, but Spider-Man just back flipped over the blasts and onto the side of the building behind him. Everyone was sure that Spidey was going to retaliate now that he had the higher ground, but to their surprise, he instead opted to fire a web-line to one side and then start swinging away from the armored hero.

"What the," War Machine muttered before taking off after him with his jet boots. "What's the matter, kid? All that confidence from earlier suddenly decide to bail on you, or is running away like this how you plan on handling yourself?"

"Oh believe me, I'm not running, and my confidence is still strong, Black-And-Grey," Spider-Man quipped in response. "You know, I've gotta ask, has anyone ever told you that a lot of people just think of you as nothing more than Iron Man's sidekick, or even a cheap knock-off of said hero?"

War Machine bristled a little at the comment, but he did not let it get to him aside from when he opted to fire another repulsor blast at Spider-Man. Spidey easily dodged the blast, but at the same time, he had seemed to leave himself open for the barrage of gunfire that War Machine let loose from his shoulder machine gun. Instead of being hit though, Spider-Man ended up just twisting his body in a way that seemed almost inhuman and dodged nearly every single bullet that War Machine had fired, much to his shock. Some of them may have grazed him, but not one shot had struck him in a way that would have so much as slowed the web-head down for a second as he fired another web-line to keep himself going forward. "Okay, what the hell just happened," Rhodey asked in his stunned shock.

"Well, if you really need the recap, you shot at me, I dodged, you shot at me again, I dodged all of those shots too, and then I knocked you out of the air," Spider-Man replied.

"I think you need to get your eyes checked, kid, 'cause I'm still flying, and you're about to-GAH," War Machine attempted to correct, but he soon found himself spinning out of the air when his suddenly ended up colliding with something extremely firm. He ended up hitting the ground with a hard crash afterwards, but Rhodey still managed to stand up again, and upon looking to see what he had hit, he just spotted Spider-Man on the side of a wall holding a now slack web-line.

"You see. I know what I'm talking about," Spider-Man quipped before he dismounted of the wall and started to swing down to where War Machine was currently crouched on another web. As he came closer to War Machine though, that familiar tingling sensation in his head suddenly started going off, and he did not need to guess what it was warning him about given that the shoulders in War Machine's armor were starting to open up a little, leaving him only able to say two words in response. "Oh god!"

An instant later, War Machine had let loose a barrage of miniature guided missiles, prompting Spider-Man to release his hold on the web-line and drop down through the air in order to avoid the first few. The web-head evaded the next batch by pulling himself over to a nearby fire escape with another web, and he jumped clear of that perch just before another set had stuck it. War Machine did not stay in one place afterwards to see what else happened, but instead ducked around the corner with his back propped against the wall as he waited for the last of his missiles to explode or just fly off into the sky. Before he could even think about looking back to see if the kid was down though, he heard Spider-Man suddenly calling out to him. "Hey buddy, I think you lost this!"

Looking back around the corner to see what the web-head was talking about left Rhodey with only seconds to duck back behind his cover when he saw that Spider-Man had used his webs to redirect one of his missiles back towards him somehow. Thankfully, his armor bore the brunt of the damage, and he was still able to get airborne, at least until something suddenly jammed up the jets in his boots after he started getting airborne again. After crashing out of the sky for the second time in the last few minutes, War Machine looked down to see that his jet boots had been gunked up by a large amount of webbing. It was not enough to keep him from walking, but it was just enough to keep him from taking off again for the moment.

"How much of this stuff do you have in those things," War Machine questioned when he saw Spider-Man perch himself on the wall above him.

"Pretty close to a full cartridge at the moment," Spider-Man shrugged before jumping down to meet War Machine head on. The former air force colonel got back to his feet as quick as he could, and while he was doing so, he reached towards the backpack on his armor and pulled out a collapsible baton that quickly started humming with energy once it was fully formed in his hand. He took a couple of swings at Spider-Man with the melee weapon, only to strike air each time, until his third swing led his arm to be caught in Spider-Man's hand, and despite how much he struggled to get free from the web-head's grasp, it did not seem like War Machine was going to be able to do so anytime soon, which left Spidey to get a closer look at the most recent weapon to be used on him. "You have an energy staff?! That is awesome dude," Spider-Man exclaimed like an excited child mere seconds after he had caught the offending arm, but he was quickly brought out of his awestruck moment when War Machine finally managed to hit him with a repulsor blast square in the chest, forcing Spidey to release his hold on War Machine as he was sent flying back into the wall. "Okay, point for you," Spidey groaned as he started pulling himself up again.

"Kid, I don't know if you've been in any serious fights before, but there's usually a lot less talking than this," War Machine advised.

"Well, I like to think that I bring a certain levity to the action with my clever wit and quick quips, and besides, sometimes it's just too easy and tempting to mock the guys I fight. Seriously, it's like they actually go out of their way to set it up for me, plus, it also serves as a great distraction too," Spider-Man replied just before he flicked out a web from his wrist that landed right over the eyes War Machine's helmet.

While War Machine was left disoriented by the sudden loss of his vision, Spider-Man took the chance to fire a pair of web-lines on either side of the heavily armed hero. After pulling back on the webs as hard he could, he let his grip slacken a little, sending him rocketing forward in a slingshot move that allowed him to connect a powerful kick to War Machine's chest, knocking the colonel to the ground once again, where he ended up getting tied down completely by more of Spider-Man's webs. The impact of his kick may have hurt his feet quite a bit, but right then, Spidey was just glad he had pinned down the armored hero at all.

Before either of the two could make anymore moves, the simulation of New York suddenly shut down, and an instant later, the two were greeted with a round of applause that Spider-Man turned to see was coming from his excited classmates and a few of the Avengers as well. "That was actually a very impressive job, Spider-Man," Cap congratulated.

"Well to be fair, I did kind of have a home field advantage when you decided to set the thing to change into New York," Spider-Man replied modestly, though there was a hint of boasting in there as well.

"Still, you seemed a bit reckless in some of your moves, and from what I could see, it also seemed like you rely pretty heavily on your Spider-Sense," Captain America noted. "While that ability is one of your greatest strengths, if anyone were to figure out how to shut it off even for a few moments, it would also be one of your greatest weaknesses as well."

"Well it's not like I can figure out how to fight without it. The thing doesn't exactly have an off switch," Spider-Man shrugged.

"Still, you're fighting style is a lot more instinctive than it is coordinated, so I'd suggest practicing some hand-to-hand combat skills until you find a style that works great with your abilities," Cap suggested. After Spider-Man nodded in reply to Cap, the super soldier glanced over to War Machine again and smirked a little as he said, "Now, do you think you could help Rhodey get out of those webs of yours?"

Spider-Man instantly turned to see that War Machine was still tied down by his webs, and that was when it finally struck him that he just fought against an Avenger and won! An excited party instantly erupted in his head at that realization, but he was able to keep his cool long enough to help pry War Machine out of the webs. Once the armored hero was free of the webbing that was holding him down, Spidey gave him a quick reassurance that the rest of his webs would dissolve after an hour or so before holding out a hand to him. "No hard feelings," Spider-Man asked in a hopeful tone.

Rhodey regarded the kid for a minute before he finally smiled and accepted the handshake as he said, "Sure thing, kid. Besides, you did a pretty good job there."

Spider-Man was now sure he was going to burst from excitement at hearing that, and a minute later, it almost seemed like he did from how his new classmates instantly swarmed around him with congratulations of their own along with excited declarations on how he actually beat one of the Avengers in his first spar against one of them. Spidey could only laugh and share in their exuberance, but he froze a little after both Carol and Janet planted a small kiss on either one of his cheeks, leading Sam to laugh a little at how quickly such a thing caused him to freeze up. That ended up drawing everyone into some playful banter with each other until Cap called time on the session for that day and told the four to hit the showers for now. Just before they had all left the room though, Captain America thought of something that he had not before, and instantly called out to the one he figured would be best for what he had in mind. "Wasp, would you mind sticking around for a minute?"

The size-changer exchanged a quick, unsure look with Carol before shrugging a little and making her way back over to the super soldier so that she could find out what it was he wanted to talk to her about, hoping she was not in trouble or anything. When the sudden conversation had ended though, Janet ended smiling not only due to relief that she was not in trouble, but also because of what the super soldier had just asked of her.

* * *

 ** _AN: Well, there ya go. Not a lot that's really worth mentioning when it comes to what goes down in the major classes at the moment, huh? But let's face it, it's not like those courses are going to be that different from the everyday variety you find of them at a regular school. The only difference is that they're taught by an Avenger. Aside from that, we saw the bonds between our four heroic students begin to grow a little more, and oh what's this? Is it just me or is there seem to be something starting to go on between Spidey and Wasp?_**

 ** _Speaking of which, yeah, I had planned for the others to help Spider-Man come up with the Spidey as his nickname, and it was fully intentional for Wasp to be the one who thought of it. I suppose it's starting to get pretty obvious as to who our favorite web-head is most likely going to end up paired with, isn't it? And of course, I also threw in some conversations regarding the stuff that you normally hear kids in high school talking about like plans for the future and clubs and all that fun stuff. If you're wondering about why Spidey doesn't have a casual attire like the others yet though, that's cause his primary casual look hasn't been made yet, and I'm sure it wouldn't be much of a stretch to guess who it is that's going to help him get it made._**

 ** _Finally, check it out, Spider-Man vs. War Machine, in which the winner was Spidey! I don't know if that would've happened for real, but Spidey's been shown to beat the odds before, and as it has often been stated, New York is Spider-Man's playground, so War Machine was at a bit of a disadvantage when the simulator room took on that location as their battleground. Plus, I just really wanted to have a way for Spidey to get in a few more of his lines from Captain America: Civil War, and War Machine was the best option for this. I know some of you are thinking I copped out when I basically summarized the other fights at the end, but the chapter was getting to be too long, and the main point of that thing there was to have Spidey show off what he could really do to his classmates. But hey, it's not like I zeroed them out completely, given the little bit of banter that went on during Ms. Marvel's fight. That was actually inspired by a scene from The Avengers: Earth's Mightiest Heroes. You know, the cartoon from a few years ago._**

 ** _Now, I'm sure you all think that the day's pretty much wrapped up, but if you'll notice what had unfolded at the end there, you'd probably realize that there's still something left to be done before this first day at Avengers Academy is done. For more information, move it Onto the Preview!..._**

 ** _As the day wraps up and everyone begins winding down in their routines for the day, Spider-Man prepares to head out on another night of patrol, only to find that he will not be doing so alone. Just what will come of the arachnid and the insect's journey through the city as they strive to keep it safe, and what lessons will they learn from one another along the way? Find out what happens next time, as the adventures at Avengers Academy continues._**

 ** _I know, some of that is a pretty big give-away even with the level of vagueness it was aiming for, but that was really the best I could do. Don't judge me on that. Writing some of these previews for upcoming chapters is hard. Anyway..._**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


	4. After School Time

_**AN: Hey everyone and welcome back. Hope your ready, cause its time to continue on with our adventures at Avengers Academy. You don't want to be marked late now.**_

 _ **Deadpool: Really? School jokes? LA-AAAME! OOH! Hey, you know what would be awesome? If you had me show up and teach a class! I could show them how to be real badasses, how to kill people, how to kill a lot of people, how to make people blow up in massive explosions, and for the guys, how to really bang a hot babe, cause let's face it, when Spidey finally gets with Wasp, he's gonna need all the help he can get.**_

 _ **AN: Oh for the love of...What do I gotta put salt lines in front of the door or something? Why do you keep coming back here?! [moves to hit the control so to cause Deadpool to either be blow out of the building or just make him start running away screaming like a little girl]**_

 _ **Deadpool: NO WAIT! I'LL BE GOOD! I PROMISE! Don't shut me out! Let me in! Please! I wanna stay and help! I wanna! I wanna, I wanna, I wanna, I wannahahaaaaa!**_

 _ **AN: [glances between control and Deadpool for a minute before leaning back with a sigh] You had better behave, because I've got every weapon and security system in this place trained on you along with my newest security guard.**_

 _ **Deadpool: YAAAAAAAAAAY! So what's first? Go right to the disclaimer and let 'em enjoy the awesome? Spoiler prevention gag? Foreshadowing on things to come?**_

 _ **AN: Answering reviews.**_

 _ **Deadpool: Awe, that's boring [sees AN reaching for controls] But it be could really fun too! Let's do it!**_

 _ **AN: First off is a mass response to a point that a good deal of you guys wanted to complain about in your reviews: the fight between Black Widow and Ms. Marvel from last chapter. See, what I'm taking away from what you guys said, is that you think that Carol should've won just because she had the stronger abilities and super powers. By that logic, Batman should never be able to beat Superman with or without kryptonite, and to further my point, Fin Fang Foom, Juggernaut, and Wolverine should never, ever,**_ **ever _, have been beaten by Squirrel-Girl, who's powers include being part squirrel, having a large, bushy tail, and being able to talk to squirrels._**

 ** _Deadpool: Wow, how judgmental can you be. Although me, I would've wanted him to keep it going until they both started ripping each others clothes off and giving everyone a good show of..._** _ **[sees AN reaching for controls] I'll shut up now.**_

 _ **AN: Good nutcase. Here, get the snack! [throws him a dog treat]**_

 _ **Deadpool: OOh! Got it! Got it! [jumps for said treat only to land flat on his face when he lunges for it]**_

 _ **AN: Wow. That actually worked.**_

 _ **Deadpool: I'm okay!**_

 _ **AN: Anyway, back on the main point here, another thing you have to realize is that the way you guys are thinking, you're basically thinking of how a match-up between those two would go if they were like how they typically are in the comics, right down to the fact that they are both close to the same age and have years of experience under their belts. For Carol, that is not the case in this story. She is a teenager, and as we all know, most teenagers tend to act without thinking, and sometimes let themselves believe that they are on top of the world and invincible. Carol's pretty close to being that last one, so even with whatever discipline she possesses, at the end of the day, she's still a teenager in this story, so she will have that kind of problem somewhere in there. Pair someone like that up in a fight against the calm, cool, collected Black Widow, who has years of experience as a spy and a master assassin and well...boom! Down ya go.**_

 _ **Well, that's my rant for the day. Moving on to one-on-one responses. First off, "dragonrider66". Glad you liked the references, but in the movie Captain America: Civil War, War Machine did indeed have a fancy energy baton, staff, thing that he tried to use against Cap.**_

 _ **Deadpool: Shame on you Rhodey!**_

 _ **AN: ...Continuing with the answer to the previously mentioned review, yes, Spidey's outfit will be getting an upgrade, but that won't be for a long while.**_

 _ **Next up to answer, is actually an answer to both "Riderman09" and "howard576", since they were pretty much asking the same question. I can't really reveal any details about who will end up joining as new students just yet, but you never know. Some of the guys you're asking to see may or may not end up attending the academy.**_

 _ **Finally, in response to "HaywireEagle", or at least one of his questions. Of course it's not much of an academy right now. I'm pretty sure I've implied at least once that the place had only just recently opened up, and the Avengers are not going to just bring in a massive amount of students right off the bat. The X-Men did not all come to Xavier's school along with a bunch of other mutant kids right from day one you know. This is only the first few chapters, and during this time, we'll be building up the student body little by little, kinda like how they did things in the first few episodes of X-Men Evolution when it came to the X-Men.**_

 _ **Deadpool: So should we expect more hot babes that'll have a thing for Spidey? Like say Jessica Jones, cause you know that in the comics, after she learned Spidey's secret identity, she revealed that she had a crush on Peter Parker in high school, and that would bring a massive amount of drama into the mix between the Spidey &Wasp relationship.**_

 ** _AN: Let's just get on with the story before you do or say something stupid, like we all know you will._**

 ** _Deadpool: Hey! I resemble that remark!_**

 ** _AN: I know. That's why I said it._**

 ** _I do not own anything from the Marvel franchise or any other franchise mentioned in this story._**

* * *

 **Chapter 4: After School Time**

After the excitement of Gym Class, the four, young heroes changed out of their hero attire, save for Spidey who only removed his mask once again, and split off for their various extracurricular classes. Strangely enough, Sam and Carol both had some extra classes for additional training, but considering Sam's military family background and Carol's desire to join the Air Force, that did not come as much of a surprise. Janet had gone on to some type of art class, the name of which Peter could not remember, leaving the web-head on his own in his first additional science class with Doctor Pym. Peter was not really complaining that much, if he were being perfectly honest, seeing as he was mostly doing work that was started by his father with Giant-Man, but after the first hour or so of dealing with Hank's overly excited attitude towards science on his own, Peter was beginning to hope that he would not have to endure it alone for long. Sadly, those hopes were in vain, and he had ended up spending the entirety of that class in Hank Pym's overexcited company.

Of course, there were some small benefits to enduring Hank's overexcited company. In that time, Hank had helped Peter to revise the formula for his web fluid so that he could use it to create a variant that would harden more quickly to cause a greater impact, giving him something that was more like an actual projectile as opposed to the webs he already used on a normal basis, which were usually best used for blinding or tying up whoever he was fighting. Of course, that would mean he would have to contain such a substance in a different type of capsule, so if he wanted to use it without changing cartridges mid-battle, he would have to make some modifications to his web shooters. Still, it was always good to have it just in case the moment ever came that he would actually need it, and Hank said that Tony would be more than happy to help him with making any modifications he felt were necessary to his wrist devices, since Stark was far better at the technical aspects of science than he normally was. The most important thing that Peter took away from this though, was that there were various possibilities when it came to what he could do with modifying his webs for various situations.

Peter did not really encounter most of his other classmates for the rest of the day, aside from Sam, who he shared a computer class in Stark Tower with, so when classes finally did end for the day, he found himself heading for the school's main gate in full Spider-Man attire on his own. He had made it quite clear that the only way he would become a full-time student at Avengers Academy would be if he could continue doing what he had been doing as Spider-Man, but he still made sure to double-check with Captain America that it would be alright for him to go out and do his thing. The instant the super soldier had done as such, Peter was practically out the door and on his way to the wall around the perimeter of the campus so that he could return to the city and start swinging into action. Just as he was reaching the wall though, fully prepared to jump over it if he had to, a voice from behind him asked, "What're ya doing?"

The fact that he was not expecting anyone to be all the way out there right now, coupled with the fact that he had not even sensed anyone approaching was all the reason that Spidey needed to let out a startled yelp as he nearly jumped ten feet in the air before he spun around to see who had snuck up on him. Upon turning to the person, Peter was instantly greeted with the bright, smiling face of Janet Van Dyne, who was actually _laughing_ at the fact she had just scared him out of his skin just now. It was actually at this point that Peter finally took note of the fact that Janet was not wearing the outfit she had worn since they first met, which led him to think she had switched it out for this more casual look. Instead of her yellow shirt, white pants, and black boots, Janet was now wearing a yellow babydoll dress, white stockings, and black high-heels. She had the same sunglasses he saw her wearing earlier on her head again, and in addition to this, she had also removed her gloves and replaced them with a set of bracelets on her right wrist. The only part of her Wasp attire that she kept was the black jacket, which she now had unzipped, allowing her to wear a white necklace around her bare neck.

"I…I thought you had a…Spider-Sense to warn you of stuff…like that," Janet managed to say between chuckles, drawing Peter's attention away from how pretty she looked in her current outfit and back to the fact that she was laughing at how she had scared the thwip out of him.

"It only goes off when I'm in danger, so unless you were planning to shoot me just now or something, it wouldn't have…" Spidey started to say before he shook his head at the fact that this was not what was important right now. "What're you doing out here?"

"I asked you first," Janet pointed out with an impish little grin, even though she was right about that. Said grin immediately faltered a little when a thought crossed her mind, prompting her to ask, "You're not leaving, are you?"

"Well…kinda," Peter admitted, not realizing what she meant when she asked the question until after he saw her face fall into a much more depressed expression. "No! No, I'm not leaving! Not in the sense that I'm leaving the school for good. I'm just…I'm going out for a bit."

Any sadness immediately evaporated from Janet's face when Spidey said he was not leaving, but she was not going to let him leave it at what he said. "To do what," Janet asked like an innocent little child.

"Uh…ya know, stuff," Spider-Man stuttered. It was not that he was ashamed of the fact he was going out to patrol the city, but he was just unsure of what she would think of him doing so after the conversation they had with Sam and Carol this morning regarding such things.

"What kind of stuff," Janet continued to prod, clearly intent on not letting up until she got a real answer.

Realizing this, Spidey finally let out a sigh of defeat and said, "I'm going out to patrol the city. It was part of the conditions I set out for my enrolment here that I be allowed to do that so long as it doesn't interfere with my studies and I'm back by the Academy's curfew."

"So you're basically saying you're going out to stop crimes, beat up bad guys, and help people in danger," Wasp asked, just to make sure she was understanding right. The simple nod in affirmative that Spidey gave was all that she needed before she asked her next question. "Can I come with you?"

"What? Why," Spider-Man asked, having not expected that from her, especially after what Carol had said this morning. He had been very certain that Sam and Janet had shared the blonde's attitude on using their powers to stop normal crimes instead of just focusing on the bigger threats.

"Well because, all we've ever done here is train and practice. We've never had a chance to use our powers to do some real good and help people like you have up until now," Janet explained. "Besides, you can't tell me that you wouldn't appreciate having a little backup out there, can you?"

"Uh…no, I can't say that, but I'm pretty used to doing this type of thing on my own," Spider-Man admitted.

"Hey, you don't have to do it alone," Janet pointed out. "Sure, we may not be one in an official sense, but I'd like to think that you, me, Sam, and Carol are all part of a real team now, so we might as well get some practice in by doing stuff like this together, right?"

"I suppose," Spider-Man hesitantly shrugged, since he had not thought of that.

"Besides, how were you even going to get into the city? Last I checked, we're a pretty long distance away from the closest tall building, so you're webs aren't really going to get you very far very fast, right," Janet continued to point out.

"I…I would've thought of something. I could've web-zipped over there," Spidey tried to argue.

"Web-what?"

"It's, uh…it's what I call it when I fire a web-line straight ahead of me and basically pull myself forward really fast," Spidey explained as best as he could.

"Which would've wasted a fair amount of webbing that you could use for the actual patrol or for catching bad guys, I'm guessing," Janet finished for him.

"Well…uh…" even without the stuttering just then, Spidey could see that he really had no basis for a better argument, until he finally thought of something. "How would you get us there then? You gonna carry me as you fly us both out there or something?"

"Psh, please; while I may be able to do that, it would be a little tiring, since you seem kinda heavy even right now, and boring," Janet scoffed with a wave of her hand. She then turned a beaming smile to Spidey and waved her hand as she said, "Just follow me, and I'll show ya how we're gonna get there, and how we'll do so in style."

Thinking he really had nothing to lose, Peter finally shrugged in defeat and moved to follow Janet when he thought of something else. "Uh, don't you need special permission or something to go out into the city?"

"I already got it for today, and I've cleared it so that I can be out there for as long as you, assuming you really are going to be going at it until curfew," Janet shrugged indifferently. She then stopped in her tracks so that she could turn to face Spidey again, causing him to stop as well, and allowing her to look him up and down with a studious eye. "Yeah, this isn't going to fly."

"Heh, I see what you did there," Spidey chuckled when he noticed the funny she had made. Apparently Janet did not really notice it herself until Spider-Man pointed it out, but there was a more important matter of concern right now. "What's wrong, exactly?"

"Well if we're going to go into town in the way that I have in mind, we can't do it with you looking like that," Janet revealed. A minute later, she was behind Spidey and pushing him in another direction as she said, "Come on, Web-Head. We've gotta get you into something a little more stylish and less attention drawing than a superhero suit."

 _'I get the feeling there's going to be no arguing with her on this,'_ Spidey thought to himself, and he simply let Wasp continue pushing him to wherever she wanted him to go.

* * *

"Welcome to Van Dyne's, Spidey," Wasp announced with a grand wave of her arms once they had arrived at their unexpected destination. The size-changing, rookie heroine had actually led Peter into what he had originally thought was a closed-off classroom in Avengers Mansion, but clearly that was not accurate, given the grandiose way that Janet had introduced the place. The room was rather expansive, and the friendly neighborhood hero could see a variety of different outfits for about as far as the eye could see on several different shelves and hangars, all of which were in varying styles, be it casual civilian, black-tie attire, or even outfits that seemed much more fit for a superhero than his current homemade suit. It all honestly looked like one thing to Spider-Man.

"You have your own clothes store here on campus," Peter finally asked in slight awe.

"Well…sort of," Janet admitted. "This is really more of a workshop that Tony and Hank let me use as my own personal workroom for practicing my skills with designing and making cool outfits, but a lot of people on campus, be it Sam and Carol, some of the Avengers, and even a few of the SHIELD guys around campus seem to come in here asking me for some stylish outfits for one occasion or another like this is such a place, so I guess you could say that it's more of an unofficial store to be honest. The only difference is that I don't charge anyone for the clothes I make for them, no matter how tempting it is or how often Carol says I should."

That made a bit more sense to Peter, seeing as he had a hard time believing that someone would actually give a high school teenager their own business, even if they were a superhero, but after looking around again and seeing how everything was organized, he had a hard time really believing that it was just a workshop like Janet had said. Shaking the thought from his head, he decided to get them back on track, since they were burning daylight that could be spent patrolling, assuming Janet would still want to come with him after they were done here, and asked, "So…why did you bring me here?"

Janet just beamed in excitement at this question, and then told Peter to wait right where he was before she dashed to the back of the "workshop" (Peter was fully intent on calling it a store, no matter what she said). A minute later, she came back out with a large box that she immediately held out to Peter like she was giving him an unexpected present. Upon tentatively taking the object, Peter just had to ask, "What's this?"

"Just my little prototype of your new civilian costume," Janet replied.

"A prototype of a whoozy," Peter asked in disbelief.

"You know how earlier you were saying that you didn't have any civilian attire like mine, Sam, or Carol's? You know, something you could wear on campus that still identified you as Spider-Man but was still something that you could wear as street clothes," Janet asked in response to this new question. When Peter nodded in reply, the excitable woman immediately continued, "Well, I spent a bit of time in my art and design classes coming up with such an outfit that would work for you, and…voila."

"You made me a civilian-style superhero suit," Spider-Man asked again in disbelief.

Janet did not seem to take that in a good way, as she immediately placed her hands on her hips as a cross look etched itself onto her face before she asked, "You know, you could at least look at it before you decide that you don't like it."

"Uh, no, no; it's not that! Not at all! It's just…well, no one's ever really done something like that for me before. I've even had to make do with designing my own Halloween costumes with what little I had when I was a little kid, so…" Spider-Man tried to insist.

At that response, Janet's cross look instantly returned to being the bright, excited one Peter normally saw her wearing as she revealed, "Relax, I'm just teasing you. You really have no experience talking to girls do you?"

"Uh…my experience in such a department is limited to my aunt, my next door neighbor and her niece, and a childhood friend, so you tell me," Peter replied with a shrug.

Janet could only giggle in response to this before grabbing Peter's arm and pulling him towards the back. "Come on, don't just stand there gawking; try it on. I've got something of a dressing room back here that you can use," Janet revealed as she reached said area.

"Um, okay," Spider-Man shrugged, and a minute later, he had disappeared behind the door to said dressing room.

Janet was very tempted to shrink down and sneak a peek of Spidey's real face right then, along with a few other aspects of his body, like the typical teenage girl she was, but she managed to suppress all of those urges. Like Cap had said when she first met Spidey, it was his decision to keep a secret identity in this fashion and she had to respect that. That did not mean she was able to refrain from glancing towards the door to the dressing room Spider-Man was in at the moment every now and then as she let her imagination try to provide her something of a picture on the subject though. After another couple of minutes, Spidey finally emerged from the room, prompting Janet to turn around and smile a little at the apparent success of her work.

Spidey was now completely out of his normal hero suit, save for his goggles once again, and was now decked out in dark blue jeans, a long-sleeved light blue t-shirt, red and white sneakers, and a red t-shirt with his web design running across it while a small version of his Spider-Symbol occupied the left side of his shirt over the area of his heart. In addition to this, he also wore a grey backpack on his back, which Janet had intended for him to use as a way of holding his main costume in, since he seemed like the type to want to keep it close at all times, and to round it out, he kept his web-shooters on his wrists, well hidden beneath the sleeves of the long-sleeved shirt. The outfit seemed a little baggy on him, right to where it was hanging over his hands and feet a little too much, but not to a very great extent. All-in-all, Janet thought that Spidey looked pretty impressive, and would probably look better once he swapped out the goggles for something else.

"It's a little big for my tastes," Spidey admitted.

"Not a problem. I can easily make some small, quick adjustments," Janet reassured him as she quickly pulled out some fashion designer tools that she had somewhere on her person. Where exactly she had them stashed away, Peter could not tell you, but that was probably because he was more concerned about something else.

"It's still pretty close to my actual size though. Did you take my measurements when I wasn't paying attention at some point or something," Peter asked, honestly finding it a little creepy if the answer was yes.

"No; I eye-balled it," Janet admitted with a shrug. "Carol was right about you being kinda skinny, but I figured that you had a bit more muscle on you than it seemed, or that you would be the type to wear something that was at least a little baggy to hide a well-toned physique that you'd think would be a giveaway to the fact you're Spider-Man, and of course, I also knew that you'd probably want to keep the color-scheme of your suit and maybe your symbol so…"

"Wait, wait, back up a minute. You mean you got this close to having my measurements right just by eye-balling it," Spidey asked, incredulously.

"What can I say? I'm _very_ good at what I plan to do," Janet shrugged, modestly. She then paused in her measurements to give a hard look at Peter's face, part of her daydreaming about what color his eyes were for a moment before she finally said, "We've really got to get you something else to use in place of those goggles, otherwise the whole point of this outfit isn't going to work." She then immediately turned to start glancing around her workshop before her eyes finally found something that would work for what she had in mind, which she immediately snatched up and held out to the web-head. "Here, try these."

Peter accepted the object in question and then looked to see that Janet had handed him a pair of black sunglasses with gold lenses, quickly reminding him of the earliest version of his costume when he saw said lenses. "Uh…a pair of sunglasses? Wouldn't I look weird wearing them at night though?"

"Relax. They aren't actual sunglasses; they're just like those fake glasses you see people wearing sometimes, only with tinted lenses, and if people do question you about them, you can just tell them you have an eye condition or something," Janet reassured. When she saw the small look Spidey was giving her, she simply shrugged and said, "What? I heard that's what that one X-Man with the visor used to tell people before mutants came out."

Peter looked back at the sunglasses for a minute before he returned his gaze to Janet and said, "Turn around."

"Why," Janet asked, only to get a look that was obviously asking her if she really needed to ask such a question in response. "Oh come on. It's not like letting me see what color your eyes are is going to tell me your secret identity, unlike telling me what your name is."

"Just turn around," Spidey insisted.

Janet simply sighed in defeat and did as he asked, even going so far as to cover her eyes in addition to this. After that point, she could have sworn she heard him turn around as well before removing the goggles at last, and after a minute of silence, she finally heard him say that she could look now. Upon doing so, Janet just beamed with pride at having called it right once again, as the sunglasses that she just gave Spider-Man were definitely just what he needed to have a proper civilian-hero attire, and if the smile on Spidey's face was any indication, he clearly agreed with her on that.

"Perfect," Janet exclaimed with a clap of her hands. "Now I'll just take a couple more measurements, make the necessary adjustments to the rest of your outfit, and we'll be good to go."

"Do I really need to wear this if we go into the city in the method that you have in mind," Peter asked. He did not want to sound like he was whining, but he was honestly wondering just how necessary this really was.

"Yep, now hold still. This'll take longer if you move too much," Janet insisted as she used a pin to mark the point where Spidey's pants leg would need to be brought up to so that it was not too baggy.

Peter just sighed in response and did as she asked, at least as best as he could, hoping that Janet's adjustments really would not take very long as she had said so that they could get to his patrol sometime that day.

* * *

"So we've now gone from the clothing shop to…to…what is this place, exactly," Spider-Man asked as Janet led him into a very large room that was midway between the Mansion and the back-most part of the campus. He could not really see all that much aside from what was directly in front of him, which was a somewhat annoyed Wasp.

"First off, it was not a clothing store; it was my workshop that a few people just call a clothing store for the fun of it," Janet insisted with her hands on her hips. "Second of all, this is where we're getting our ride from: the Campus Hangar."

A second later, the lights in the room came on with a loud clunk similar to that of the sound that the lights in a sports stadium made when they were switched on or off, and the room was completely illuminated, allowing Spidey to openly gape at what was inside. The first thing he noticed was that they were obviously underground, which he could have told you just from the fact that they had to take an elevator down to get in here, but the second thing he noticed was far more stunning. Just a few feet away from where he was standing was the silver and red aircraft that everyone would recognize as the Avengers' main mode of transportation: the Quinjet, and not only that, but there appeared to be two of it sitting in a berth in the large room, along with a third jet that was slightly bigger than the Quinjets, and had a red and white paintjob.

Janet could only smirk at the look on Spider-Man's face, while also admiring how good she thought he looked in his new, trimmed up civilian-hero attire, before she continued her explanation of their location. "This is basically where the Avengers and us students store our vehicles when we're not using them. Of course, the Avengers are the ones who typically have more vehicles here than us students, since most of them prefer to stay at the Avengers Tower or in their own personal homes over staying here on campus with us, but they do tend to have at least one of their famous Quinjets and a second Aven-Jet here just in case."

"Aven-Jet," Spider-Man questioned.

"It's basically a bigger, faster, and tougher Quinjet that Stark designed for more high-risk stuff that the Quinjet couldn't really handle, and which can even go into space a lot more easily than the Quinjets can," Janet clarified. "Anyway, pretty cool, huh?"

"Yeah," Spider-Man admitted, but he instantly froze up a little when he started to think of what Janet could be implying by bringing them here. "Wait, we're not going to take one of the Quinjets to go into the city are we?"

Janet immediately burst out laughing in response to this before she quieted her chuckles and replied, "No way. Us students aren't allowed to fly the Quinjets. In point of fact, the closest any of us have ever gotten to flying one of these things is doing sessions in a flight simulator, and considering how often I've ended up crashing the thing in the simulator, there's a very small chance I'm ever going to drive the actual thing any time soon." Spider-Man's sigh of relief did not go unnoticed by Janet, and that was when she thought of something that had not occurred to her before. "You're not…scared of flying, are you?"

"What? No," Spider-Man squeaked, before he cleared his throat and spoke again in a deeper tone of voice. "No! Of course I'm not scared of flying. I'm Spider-Man, remember? I swing through New York on a very thin web-line. I just…I have a slight…teeny tiny problem with planes."

"So you're saying that you're afraid of flying in a plane," Janet clarified.

"You do remember how earlier this morning I mentioned that my parents died in a plane crash, right? I think any problem I have with such vehicles would be well justified," Peter pointed out.

"Fair enough," Janet shrugged admittance. "Either way, even if we were allowed to fly the Quinjets, we wouldn't be taking one to get into the city for what you have in mind. We're going for something that definitely stays closer to the ground."

At that point, the Wasp had directed Spider-Man's attention over to another area of the room in which he could see a few different ground-based vehicles were parked. Among these vehicles were a few different trucks or vans that had that same kind of Avengers flare that the Quinjets had, some of Tony's sports cars, and what could only have been Captain America's motorcycle. Along with these vehicles, he could also see what appeared to be a few different hover-cycles as well, and it was finally starting to become a little more clear as to what Janet had in mind for how they would get into town. "So are we taking a one of those hover bikes, Cap's motorcycle, or one of the various Avenger-Mobiles," Spider-Man asked.

"Nope, no way, and no," Janet replied. "And for future reference, the hover bikes are Sky-Cycles, you definitely don't touch Cap's bike unless you're riding with him, and never call any of the Avengers' ground-based vehicles something like that again, especially when you're in a room with…"

"Don't tell me; Black Widow, right," Spider-Man interrupted.

"Oh definitely. Sam learned that the hard way," Janet confirmed.

"Good to know," Spider-Man nodded. "So what are we taking to get into the city, because all that's left is…" Spidey had trailed off at the end when he finally realized just what Wasp was thinking of taking. "No way."

"Yes way. It would help us keep a bit of a low profile, and is way cooler besides," Janet confirmed as she strode over to the nearest one of the various different sports cars that belonged to Tony Stark, which just happened to be a silver convertible.

"Uh, are you sure Tony would be okay with us taking one of his cars like that though," Spider-Man asked nervously.

"What he doesn't know, won't hurt him. Besides, if he didn't want us to take one of his cars, then he shouldn't be leaving some of them here in the Hangar in the first place," Janet shrugged with a smirk as she opened the door and plopped herself down in the driver's seat. Upon checking the mirrors and glancing over to see Spidey had not moved from where he stood, she could not help but smile a little at his nervousness before she asked, "Well are you coming? You are the one who wanted to go out on a patrol, remember?"

At that point, Peter took one last glance around the room, and when he saw that they were the only ones who seemed to be there, he finally shrugged in defeat with a smile before jumping over into the passenger seat with a single flip from where he was standing, and said, "Hit it." Of course, it was just seconds after Janet had turned the ignition key that he thought of something else that was very important. "Uh Jan, you do have a driver's license or at least know how to drive, right?"

Janet gave him a sly smile when she asked, "That depends. Would your reaction be better if I said yes?"

"After hearing you say that, not by that much, really," Spidey replied in full honesty.

"Well, too late to worry about that now," Jan giggled, and a minute later, she floored it, sending them rocketing up the ramp that would lead them out of the hangar and onto the street leading out of and away from campus, with Spider-Man screaming his head off as she laughed the whole way.

* * *

After half an hour of driving, which was accompanied by Spidey screaming his head off for nearly the entire ride, the two finally arrived in the city and Wasp had parked the very expensive sports car in a place that they could easily find and which was also out of sight from anyone who might notice either it or a pair of superheroes coming and going from it. By the time they had finally parked and left the vehicle, Janet was still giggling a little at how freaked out her new, web-swinging friend was by how she had driven at first, and the fact that he had started kissing the ground after getting out of the car only made her laugh more. "Oh come on, I told you I was just kidding about not having a license," Jan repeated once more upon noticing that Peter was still shaking a little as she and Spidey walked out onto the sidewalk.

"Considering the way you drove half the time on the way here, I can't help but wonder about how true that is," Peter retaliated with a shaky voice.

Janet wanted to argue with him, but she could not deny that he did have a point in what he said. When it came to flying, at least with her powers, Wasp had no problems at all, but put her behind the wheel of any vehicle, and she was not just an animal, she was a freaking monster. There were a vast number of times that Peter thought for sure they were going to crash into something, only to narrowly avoid doing so at practically the last second, and each time, he could have sworn he saw his life flash before his eyes. If she really got her driver's license on her first attempt at the test, Peter would be seriously questioning the circumstances behind it.

"Okay so _maybe_ I had to retake the driver's test…a few times," Janet sheepishly admitted.

"You sure it was only a few and not a few hundred," Peter retorted.

"Hey, I got us out here and saved you some of webbing, didn't I," Janet pointed out with a small huff. Any agitation she had then evaporated once again when she asked, "So what do we now?"

"What do you mean 'what do we do now'," Peter asked in tone a confused tone, since he had thought it should have been obvious that they needed to find somewhere to duck away, change into their heroic alter egos, and head out on the patrol he was supposed to be doing.

"I mean do we go out for a quick trip to the nearest mall, or do we go grab a bite at a restaurant," Janet explained in a tone that made it sound like it was so obvious.

"How about neither," Peter immediately responded. "We're out here to patrol the city. You know, keep people safe, catch bad guys, stop crimes-in-progress, that kind of thing?"

"Well it's not like there's anything going on right now," Janet pointed out, because as far she could see, there really wasn't anything going on.

"That's because you're only looking at the immediate area, and you're looking for some high-profile supervillain. Just because we're superheroes doesn't mean we should just ignore the troubles of the common man," Peter explained in a whisper so that no one would overhear them.

"I know that, Spidey. I do believe we should do whatever we can with our abilities to help people, and unlike what Carol said earlier, I'm all for helping anyone who needs it, whether it involves supervillains or not, but that doesn't mean we can't have a little fun while doing it," Janet said with a smile.

Peter wanted to argue that point, but he had to admit, Janet did indeed have a point in saying that there was no way they could do this without having at least a little bit of fun along the way. That was part of the reason why he liked to make jokes and throw out quips while fighting bad guys, but he figured that what Janet had in mind was not quite the same thing that he was thinking. This was proven true when he suddenly found himself being pulled along by the excited size-changer to a nearby clothes store, which she insisted she was just going to look around in.

Oddly enough, she did just look around in the store, but she was soon off to browse around in another one a few seconds after leaving it, all the while, Peter remained on constant alert. This may not have been quite what he had in mind for the start of his patrol, but it was still something of a start all the same. After stopping in three more stores though, he finally felt that he had to ask, "Did you only ask to come with me so you could have a quick shopping spree?"

"No, of course not. If this was a shopping spree, I'd have actually bought something by now," Janet immediately disputed.

Peter had to nod in agreement with that fact, and once Janet had finished, the two left the store, giving Peter the chance to finally pull them out of sight so that he could properly start a patrol of New York. "Okay, first off, did you bring your superhero suit with you," Peter asked before they got any further.

"No, you brought it for me," Janet replied. The look of confusion on Peter's face almost made her laugh at him again, but she stamped it out long enough to explain, "I might've slipped it into your backpack earlier."

Peter did not know how to respond to that, and instead of saying anything he just turned around and let Janet rummage through said backpack until she had located everything she normally wore when she was flying high as the Wasp. Once she had gotten everything she needed out of his backpack, Peter turned to see that she had indeed stashed her Wasp suit in his backpack, though some of it was shrunk down, no doubt to make sure it all fit in there. "So where should I change," Janet then asked.

Peter glanced around and said, "Out here on the streets, you have to take what cover you can get." At Janet's rather horrified look, he immediately rolled his eyes and said, "What? You can just shrink down until you're too small to be seen changing into your outfit. I actually have to find something like a dumpster to hide behind while I get into mine."

Janet knew Peter had a point, and after they both promised not to look at each other while they were changing, she shrunk down to the smallest size she could managed, shrinking her outfit to the same size while Peter ducked behind the closest dumpster he could find and retrieved his Spider-Man gear from the backpack. A few seconds later, Janet had returned to normal size, completely clad in her white pants, black thigh-high boots, yellow shirt, and black gloves, with her jacket zipped up once again, and Peter was fully decked out in his usual Spider-Man suit. "Okay, despite the fact that I was too small to be seen, that was a bit disturbing," Janet shivered.

"And this is why I continue to say that this type of thing never happens to Captain America," Spidey quipped in response. A second later, his face morphed into a smirk behind his mask, which he was almost certain could be seen through the red, web-patterned cloth, and he fired a web-line up towards the top of the nearest building as he said, "Now just try to keep up."

By the time Wasp had turned to ask what he had meant by that, Spidey was already high in the sky and swinging away at full speed, providing her with the answer to the unasked question. "Hey! No fair," Wasp shouted as she shrunk down, spread her wings, and took off after him as fast as she could.

At that point, all possibilities of a making a simple patrol of the city were lost, because while the two were in fact keeping an eye out for trouble, they were also having an impromptu race against each other, which Janet could not help but note was actually pretty similar to some of the races that Sam and Carol would have in the simulator rooms when they wanted to really practice their flying. Spidey was holding an easy lead ahead of her, until she suddenly fired a stinger through one of his web-lines, slowing him down just enough to allow her to catch up with him, and once she had, she could not help but throw him a playful smirk, which she was pretty sure was being matched by an equally playful glare from Spider-Man. They continued this little race without a finish line for a few hours with absolutely nothing happening, which made Peter think for a minute that they would probably end up having a quiet night for once without running into any problems, until they both heard the sound of breaking glass coming from close by.

Turning on point towards the source allowed the two to see a number of thugs in the typical, black ski masks climbing into the broken window of a small bakery that Peter recognized as one that he and his aunt would often visit every now and again. He was just about to quietly move closer when he noticed Wasp was charging up her stingers and preparing to charge in guns blazing. "Whoa, hold up there, Eager Beaver," Spidey quickly and quietly called out to halt Wasp's charge.

"Why? These guys are robbing a place blind. We have to stop them," Wasp stated.

"And we will, but we can't just go in guns blazing, or in our case, webs and stingers blazing. They may be just street crooks, but that doesn't mean they can't be a threat," Spider-Man advised. "We need to wait for a couple of minutes and listen out for anything that they might say or do."

"But why? It's not like they have something important to say," Wasp argued.

"That's what you think," Spidey disputed. "Consider this Street Crime Fighting 101 with Professor Spidey. The reason you need to wait, watch and listen is because there are times when it's not just a simple matter of black and white. Now this could be that simple, but for all we know, this could also be part of a larger string of robberies being committed by a larger gang, or it could be something completely different than what it seems."

"So by holding off and waiting, we can learn a bit more about what's going on," Wasp finished in a questioning tone.

"Exactly! The one thing you can count on when it comes to bad guys like these, it's that they're always chatty, so they'll likely have something pretty important to say, even if it only seems like something that's part of a passing conversation," Spider-Man nodded. "And there's one other thing that we can learn from waiting and listening."

"What's that?"

"When the perfect time to make an entrance with a clever one-liner is," Spidey joked, getting an eye-roll from Wasp that was clearly playful if the accompanying smile was any indication.

At that point, Spider-Man's joke fact was proven true when one of the thugs spoke to the rest of his gang. "Alright remember, grab all the cash from the register and safe, and don't touch any of the baked goods, and definitely don't eat nothing! Mrs. M's my great auntie."

Wasp knew that Spidey was smirking in victory behind his mask when the thug had told his partners in crime all of this, because a minute later, he had swung himself down to hang in full view of the window and called out, "So you'll rob the piggy bank, but won't touch the cookie jar? Wow, you must qualify for nephew of the year, twisted division."

When the thugs spun around to see who had spoken and saw the red-and-blue clad hero, the reaction that followed was both obvious and predictable in any lifetime. "It's the Spider! Get him!"

"First off, the name's Spider-Man, and second, really? 'It's the Spider; get him'? Is that the best you got," Spidey asked as one of the thugs charged and started swinging a baseball bat at him, which he easily dodged by leaning back and forth without dismounting from the web-line he was hanging from until he finally dismounted and landed on the thugs back after the last swing caused said the thug to trip a little. "I mean I go to all this trouble to turn you guys into famous Spider-Perps, so the least you could do is keep things interesting. I always do," Spider-Man continued before shooting off another web to pull a nearby tin of cookies in the store into the back of another crook's head.

"And tonight, he did so by bringing a new friend along," Wasp suddenly announced, drawing one of the remaining thugs' attention to his shoulder when he heard her. Upon doing so, he immediately spotted the small-sized hero standing on his shoulder before she jumped back into the air and prepared a stinger to fire and said, "Hi."

A second later, the thug was blasted onto his back by the blast from Wasp's stinger, and the size-changing hero was quickly joining in on the fight with Spider-Man, cutting the number of thugs that he had to fight in half, easily since she was able to evade any hit they threw at her without any trouble, mostly due to the fact that she was much smaller than anything that they normally tried to punch. When she spun herself over one guy's arm, she quickly returned to normal size, making the kick she landed in his face hurt that much more. Wasp had to pause and smile proudly at her little performance just then, but as a result, she nearly ended up getting her head knocked off by another thug's bat. Thankfully she managed to avoid it by shrinking down at the last second, but she still had to throw her attacker a cross look.

"Hey, didn't anyone ever tell you to never hit a lady," Wasp snapped crossly as she continued to evade the swinging bat.

"Seriously, even when comes to low-class crooks like you guys, I expect better of you. So disappointing," Spider-Man quipped in addition to this before swiping the thug's weapon away with a web, and he then dropped down on the crook with an easy kick to the head, knocking him out in an instant.

"Oh great, now there's two of 'em! Like our lives weren't already completely fu-," the lead thug started to say, only to receive a mouthful of webbing before he could utter the offensive word.

"Hey! Watch the mouth. We're in the presence of a lady, remember," Spider-Man scolded. "Can you believe this guy?"

"Common thugs these days, huh," Wasp quipped in reply as she zapped another one into unconsciousness.

"Oh you have no idea," Spider-Man nodded in agreement after he had webbed up the last thug to a lamp post.

With everything taken care of, the two heroes made their exit just seconds before the cops arrived, at which point all they found was a card that read "Courtesy of your friendly neighborhood Spider-Man and Wasp."

"Okay, that was fun," Wasp cheered once they had landed atop a nearby roof. "Seriously, I can't believe I've never actually done something like this until now! And the look on that one guy's face when I suddenly appeared on the scene. HA! I should've brought my camera for that alone!"

"Glad to see that you enjoyed yourself," Spidey chuckled in response to Janet's enthusiasm. "Now, what did we learn just now?"

"That you are the Avengers Academy expert when it comes to fighting real-life street crime," Wasp complimented with a smile. When Spider-Man said nothing in reply, she then added, "And waiting to listen to what the bad guys say to each other can be just as important as stopping them from committing the crime."

Spider-Man nodded in response to that and brushed away a fake tear as he said, "It's always so rewarding when a student takes their teacher's lessons to heart."

Wasp just giggled in reply to this and gave him a playful shove before she lifted up into the air again and said, "Well, the night's still young, and last I checked, bad guys don't beat themselves up."

"Well technically, they probably would if they were fighting a telepath who told them to beat each other up, but since that's not likely to happen tonight, you would be right about that," Spider-Man nodded, and with a simple flick of his wrist, the web-head was leading them off into the night to find more criminals to stop and lives to save before they had to call it a day and return to Avengers Academy.

* * *

It was starting to get really late at night when the two finally began to wind things down from their patrol, and in that time, they had done a lot of good in helping the city. The most notable accomplishments being stopping three muggings, four store robberies including that first one they prevented, an attempted rape, and a bank robbery. Of course, that did not mean they were going to ignore anything that happened on the way back to the car, which was why they were now stopping to stop another criminal who was terrorizing people in the streets in an attempt to make a getaway. The criminal in question was decked out in a ridiculous outfit, if you were to ask Wasp, which consisted of black jeans, a blue coat, a light blue visor, and strange gauntlets on his hands which seemed to shoot out some type of shockwaves. While Wasp did not really know what else to think about this guy beyond the fact that his outfit was completely ridiculous, Spider-Man did have more than a few thoughts on the guy, some of which he definitely did not hesitate to voice.

"Herman old buddy. Boy did I miss you! Not really though, but that's mostly because of your chosen path in life as a would-be criminal. Seriously, what is this, the third time this month that I've had to beat you up because you were doing something stupid like this," Spider-Man called out to the guy, drawing said criminal's attention onto him once he was on the ground.

"Oh no, not you again," Herman moaned before firing his shock blasts at the web-head.

Spider-Man easily evaded the blasts by flipping over both them and Herman, easily landing behind the crook in a swift motion. "Now don't act like you aren't happy to see me, Herman."

"The name is Shocker, web-creep," Herman shouted as he prepared to fire another blast at Spider-Man, only for the gauntlet he was about to use to suddenly end up getting jammed by webbing.

"Yeah you're a shocker alright, but only because I keep running into you when you should be in jail. I'm being completely serious here when I tell you this, dude; you _suck_ at being a themed-criminal," Spider-Man easily retorted as he fired another web into Shocker's other gauntlet as he was about to raise it up to firing level. "But seriously, why do you like prison so much, and why, oh _why_ , are you not in jail from the last several times I caught you red-handed doing this kind of stupid, crime-related stuff? No really, I'm sure that there's at least a few people in this crowd alone who've seen me stop you at least one time before now, so why are you not in jail?"

"Why can't you just leave me alone," Shocker shouted as he attempted to charge Spider-Man, clearly having not figured out that he was already beat.

The point was easily driven home when a bio-energy sting collided with his chest and sent him flying into the wall where he was soon left all wrapped up in more webs, courtesy of both Wasp and Spider-Man respectively, and seeing that the Shocker had fallen unconscious after hitting said wall, the web-swinger just shrugged at the fact that he would probably not get an answer to his question today and just made to return to the car with Wasp. After stopping in a nearby alley so that they could change into their street attire once again, the two were soon back in the car with Janet driving at a much more calm pace than she had been earlier, on their way back to the academy, with a little bit of small talk to fill the silence.

"Seriously, do you know all of your more major bad guys on a first name basis," Janet questioned.

"Nah, me and Herman do that whole routine like every other week or so," Spidey shrugged in response. "Seriously, I really want to know how he's not in jail."

"Bet you wish that Jameson was in jail."

"Have you peeking at my Christmas wish-list?"

The two had to laugh a little in response to this, and their conversation continued like this all the way back to the Academy. At least until they were just about at the gates of the campus, at which point, Janet felt that she could not keep herself from asking about something that had really been bothering her anymore. "You really seem to take that whole thing pretty seriously, huh?"

"I always take things seriously when it comes to stopping bad guys, despite what some people might think," Peter replied.

"I get that, and I kind of figured after that little moment you had with us on the way to first period this morning."

Peter immediately became a little more sheepish at this point and said, "Yeah, sorry about that. I didn't really mean to come off as being mean or anything, I just…"

"Relax, I get it. This is a big deal to you. I guess…I'd just like to know why that is," Janet finally confessed. Peter did not say anything for a moment, which prompted Janet to add, "I kinda heard what you said at the end of your little semi-rant as well. The part about how you couldn't look the other way again. What did you mean by that?"

In all honesty, Peter wanted to just brush it off and tell her to not worry about it, but when he saw the concerned look on Janet's face, he found that he just could not do that, and that's when he decided that he should tell her. He knew that he had to tell someone about this sooner or later if he did not want to go nuts keeping it to himself, but he always figured it would be a long time before he did say anything about the matter, and yet somehow, he was getting a strange vibe off of Janet Van Dyne that was telling him that he could tell her if no one else. So, after taking a deep breath to calm his nerves, Peter looked Janet in the eye as best as he could while she was driving, and told her that they would want to stop somewhere for this, because he was pretty sure that they should probably not be driving while he told his tale.

When Janet did stop the car, it was actually on the side of the road right next to the school, and after taking another moment to completely compose himself, Spider-Man began his tale. "Well, you know how you guys all told me that you pretty much went right into the role of being heroes the minute you got your powers and all that," Peter began, getting an affirmative nod in response. "Well, I honestly wish I could say that I had done the same thing, but I can't. The first thing I did after getting my powers, while it was mostly for my family, was a bit more selfish."

"What do you mean? Did you get into showbiz or something," Janet questioned.

"Depends on what you would define as showbiz," Peter replied. "You see, as I said earlier, after my parents died, I ended up living with my aunt and uncle. The problem there was that they were never really well-off in terms of money, right to the point where I would sometimes overhear them talking about bills they should hold off on paying just to pay for my school tuition, and when I got my powers, I figured I could change all of that. The first attempt I made was by taking part in a wrestling match where the winner would receive three thousand dollars if they won. Before I even thought about entering though, I designed an early version of my costume so no one would recognize me. I spent a lot of time doing that though, and it ended up causing me to forget about the other responsibilities I had in my life for a little while."

"I'm guessing your aunt and uncle weren't too happy about that," Janet commented.

"Well, my aunt is typically a very forgiving woman, but Uncle Ben was not really too eager to just leave it at sorry. He didn't exactly try to ground me or anything like that, but he did try to teach me a really important lesson. I still remember his exact words from when we last spoke. He told me, 'You're a lot like your father, and that's a good thing, but your father lived by a philosophy, a principle. He believed that if you could do good things for other people, you had a moral obligation to do those things. It was not a choice, but a responsibility to use whatever power we had to do those good things.'"

Janet smiled a little at hearing this, because it really did sound like a good philosophy to live by, but when she saw how Peter's face was not one of happiness, she had to figure that this was not a pleasant memory for him. "It sounds like your uncle was a wise man," Janet said in an attempt to help Peter feel better.

"I like to think that he was a lot smarter than everyone else I know. I just wish I had thought so at the time," Peter admitted, and he did not wait for Janet to ask why that was the case before he explained it himself. "When he had finished telling me that, I, in my _great_ teenage wisdom, just got mad and said, 'That's great, so where is he? Where's my dad? He didn't think it was his responsibility to be here and tell me this himself?'"

"Spidey," Janet gasped.

"I know, I'm just as disgusted by the fact that I threw that in Uncle Ben's face now as you are, but like I said, I had been mad and I was reacting like any other teenager would have at the time. Uncle Ben tried to tell me that I shouldn't have, but I just got even more upset and stormed out." Peter chuckled humorlessly before he added, "I was still adjusting to my new found strength at the time, so when I slammed the door I had caused the window to shatter apart."

Janet neither said or did anything in response to that, as it was clear that it was more of an attempt for Spidey to keep himself from breaking down right then than it was to lighten the mood of the story, and just let him continue. "I was already heading out to the wrestling ring when that fight happened, so I figured I'd just take my troubles out in the ring, which was no problem for Spider-Man."

"So I'm guessing you won," Janet asked.

"Yeah, I won, but the guy running the whole thing cheated me, and said it wasn't his problem when I told him I needed the money, so I didn't think it was my problem when he got robbed. Even if that wasn't the case, I wasn't too interested in stopping bad guys like some superhero back then, so part of me can't help but wonder if I would've done anything even if the guy hadn't cheated me. After that I just stormed out of the building and went around the block to help cool my head, thinking that maybe there would be a chance that my aunt and uncle would've just gone to bed by the time I did go home. When I did get home though, that definitely wasn't the case, given that I had arrived to see the police were parked outside the house."

"Oh my god," Janet gasped. "Don't tell me…"

"Yeah, that was the same night that the crook who killed my uncle had broken into our house," Peter confirmed. "After sitting with my aunt for a little while as she recounted the story of what had happened as best as she could, I overheard a couple of the cops saying that they had chased the guy into an abandoned warehouse somewhere near the docks, so I left my aunt with our neighbors and took off to get first crack at him. I never even thought I would be in for the shock of my life when I did find him though." It was at this point that Janet could see that Spidey was very near the point where he would just break down completely, but when she reached over to tell him that he did not have to keep going if he did not want to, he just waved her attempt off and pressed on, insisting that he felt like he had to anyway. "When I finally got a look at the guy's face, it felt as though my heart had stopped, because…because it was the same crook from the arena. The one I could've stopped but didn't. Even now I keep thinking that maybe if I had then Uncle Ben wouldn't have…"

Janet did not hesitate at all this time when she leaned over to comfort Spider-Man, even if he did attempt to wave off any offer to do so, and not a second later, Peter found himself being held tightly in Janet's arms as she wrapped him in the biggest hug she could manage. "Hey, it's alright," Janet whispered softly as she rubbed his back comfortingly. "There was no way you could've known. Don't blame yourself for something that wasn't your fault."

Any attempts Peter would have made to say something in reply were silenced due to the fact that his voice had been caught in his throat both from the unexpected hug, and the sudden emotional drain he had just unloaded, right to the point where he was feeling very choked up due to the sheer amount of emotion that he was currently feeling, so he simply had to make do by returning Janet's hug as a show of thanks while letting a few tears fall from his eyes, likely getting the shoulder of her jacket a bit soaked as he did. After letting Peter cry for a little bit longer, Janet finally released her hold on him and gave him a small smile of understanding as she said, "I guess I can see why you feel as though you can't ignore anyone who needs help after something like that."

"Yeah," Spidey nodded. "Ever since that night, I swore to Uncle Ben that I would never ignore that lesson he had tried to teach me again, and I would also make sure to use the power I've been given as Spider-Man to help anyone in need, and not just by fighting supervillains or anything like that either."

Janet nodded in understanding of this, and remained silent afterwards before she decided that Peter should not be the only one sharing the pains of their past right now. "You know, when I first became the Wasp, while part of the reason was because I wanted to help people, there was another reason as well." Peter quirked an eyebrow in confusion at this, which Janet took as a signal to continue in her explanation. "You see, part of the reason is because I wanted to find out what had happened to my dad. Hank has always told me that my dad disappeared during a lab accident, but he's never said exactly what. I know that's not really much to base a theory on, but some part of me has always felt like Hank wasn't telling me the whole truth, and that someone, somewhere, had a part in my dad's disappearance. I'm not saying that I think someone killed him or anything, but…sometimes I can't help but feel that if there was a chance he was still alive then…"

This time it was Peter's turn to wrap Janet in a comforting hug, which the young woman gladly accepted. She did not break down and cry like Peter had, but she was pretty sure that she was pretty close to that point. After letting go of one another again, Janet looked to see Spidey had pulled a cell phone out of his pocket, leading her to voice her confusion on this action. "What're you doing?"

Spidey sighed in response before he revealed, "During that walk I mentioned, Uncle Ben had tried to call me, but I sent it directly to voicemail. I tired listening to it once, but…after what had happened, it was just too much for me, so…"

Janet smiled in understanding, and soon placed a comforting hand on his shoulder and said, "I get it, but if I had something like that from my dad, I would definitely want to hear what could have been his last words to me." Spidey did not say anything in response to this, seemingly contemplating if he should listen to the message, so Janet suggested, "Come on Spidey. How about we listen to it together?"

Spider-Man appreciated that suggestion, as one could have guessed from his smile, but he knew that if they were going to carry it out, there was something else that he needed to say first. "Peter."

"What," Janet asked in surprise.

"You wanted to know my real name, and that's it: Peter," Spidey elaborated.

Janet just stared at the web-head in surprise for a minute before she finally asked, "Why tell me this now, and why only me?"

"For a few reasons, actually: first off, because the first thing that Uncle Ben said in this message was my name, so you would've learned it either way. Second, I got the feeling you would've kept bugging me until I at least told you that much of my name," Peter joked in reply, gaining a small smile from Janet even as she slapped his shoulder in response to said joke. "The big reason though is…well, I guess I just feel like taking a chance on trusting you with that."

Wasp smiled in response to this and gave him a small hug of thanks for that show of trust, and after being released from said hug, Peter put his phone on speaker and accessed his voicemail so that they could hear his uncle's last words. _"Peter, I know things have been difficult lately and I'm sorry about that,"_ the recording of the late Ben Parker said. _"I think I know what you're feeling. Ever since you were a little boy, you've been living with so many…unresolved things. Well take it from an old man, those things send us down a road, they make us who we are, and if anyone's destined for greatness, it's you son. You owe the world your gifts. You just have to figure out how to use them. And know that wherever they take you, we'll always be here. So come on home Peter. You're my hero, and I love you."_

Hearing those last words were what really did it for Peter, but this time when he started shedding tears, they were not ones of sadness, but of happiness at the fact that his uncle did not die angry with him, and that the last thing he had said to Peter was that he loved him. This touching message also led Janet to shed a few tears of happiness for Peter, since she could really feel for Peter on this matter, but, they knew that they could not sit out there reveling in such emotions all night, so once they both had a good enough control over their emotions, Janet finally drove the car back onto the academy grounds and into the hangar, where she swiftly parked it back in its original space.

Of course, all sense of the moment that the two had just shared completely evaporated into nothing when they turned to see a surprisingly stern-looking Tony Stark standing in the doorway out of the hangar. After staring at the two in silence for a minute, and making them extremely uncomfortable under the judging look, the billionaire genius finally asked, "So who's idea was it to take one of my cars out for a joyride?"

"Hey, we just took it to get in and out of the city so Spidey could go on his patrol. Plus we brought back in one piece, and without a scratch on it…this time," Janet immediately defended.

"Yeah we…wait, what? 'This time'," Spider-Man asked after Janet's full sentence had registered in his mind.

Any further dialogue from the teens was halted when Tony raised a hand to silence them, and then suddenly smirked as he said, "Next time you want to borrow one of my cars for a patrol date, you should just ask first."

"It wasn't a date," Janet immediately protested, a little too quickly and too defensively, not that Peter's sputtering protests were any better than hers.

After letting the two teens trip over their words for a few more minutes, Tony just laughed and said, "Relax you two, and go on and head back to the dorms. It's getting a little close to Cap's curfew last I checked. Oh and Jan, I will be checking for scratches all the same."

Janet just nodded to Tony, and then she and Peter immediately walked out of the room as quickly as they could, each feeling a knowing look from Stark as they left until he turned to examine the car that Janet had taken out, just to make sure Wasp really hadn't damaged one of his cars this time.

* * *

After the little scene in the hangar with Tony and saying goodnight to Peter, Janet finally returned to her room where she let out a sigh of relief as she slid down against the door with a smile. When Cap had asked her to accompany Spider-Man on this little trip and show him a way to get into the city without wasting webbing, she had not expected anything like what she had just went through, but maybe that was the point. In a way, Spider-Man really was something of a teacher, because unlike the rest of them, he actually had some real life experience fighting bad guys while all she, Sam, and Carol had were experience in fighting simulations, and that just made the night even more satisfying for Janet. In her moment of euphoria, she never once registered that someone else was in the room with her until said someone had spoken up. "You sound like you had a good day," one Carol Danvers observed.

When the blonde spoke up, Janet could not stop herself from jumping up in shock due to how sudden it was for her, and the brunette quickly leveled a small look at her friend before she asked, "What're you doing in my room, Carol, and how'd you even get in?"

"You registered me as someone who could enter your room without you needing to be here, remember," Carol reminded Janet before her look turned more serious. "And I've actually been here waiting for you so I could ask what the hell has been up with you today?"

"I don't know what you're talking about," Janet immediately refuted as she turned her back to the blonde.

"Oh really? Then you don't remember how you were acting like a shy school girl around a certain web-head earlier today," Carol reminded her friend in a knowing tone before growing serious again. "You've never acted like that for any reason, so spill and tell me what was up with that?"

Janet knew that there was no way she could hide something from Carol, so she let out a small sigh and revealed, "I just…I figured he was the kind of person who was a little shy around people at first, and he would probably be a little more attracted to someone who was at least a little like that, so…"

Now Carol understood. Janet had been acting shy on purpose so she could try to get Spider-Man to like her a little more, which could only have meant that Janet was honestly into the web-head for some reason beyond her. "Jan, if you really do like this guy, then just be yourself. If he doesn't like the real you, he's not worth the trouble," Carol advised her friend.

"Hey, I've done plenty of that today, and I think I've made some decent progress in getting close to him. I mean…we kind of shared a moment earlier today after getting back from a little patrol run of the city," Janet started to say before her blonde friend interrupted.

"He actually does do that? Wow; I guess that would kind of explain why he seemed so serious about the matter, but we'll get into that later. Right now, you need to spill the details on this moment you two shared," Carol practically ordered her friend.

"No I don't," Janet immediately argued. "It's all really personal stuff for both him and me, some of which involves his secret identity, and he told me that stuff in full confidence, so I'm not gonna just break his trust to spread his secrets around for gossip between girls. More importantly, though, at least to you, it's getting really close to curfew, and I know you won't want to get in trouble with Cap or anyone else on the staff for being out of your room past curfew, now would you?"

Carol could honestly respect Jan's desire to not betray Spidey's trust if the things they shared with each other really was that important, but she did want to know at least something about their little moment other than the fact they had shared some personal stuff with each other. Still, she was right about the fact that it was a little too close to curfew for them to have a serious girl-talk about anything, so she conceded defeat on this for now and bid Janet goodnight with a promise that they would continue this conversation later. Janet could only smile in an attempt to humor Carol's little promise, but she still went to bed with a content smile on her face, one that, unknown to her, was shared by Spider-Man as the same thought passed through both of their minds: today had been a very good day.

* * *

Unknown to any of the heroes of the world, in an undisclosed location, a man in a smart business suit was meeting with the green-haired co-leader of HYDRA, Madame Viper, also known as Madame Hydra, to discuss some recent developments that they had both just recently discovered. In all honesty, if it were up to the man in question, he would not be talking with the woman at all, but as of now, his goals coincided with those of HYDRA's, which meant that now was as good a time as any to open at least a few negotiations with the terrorist group. Once he had seated himself in the darkened room, he quickly took note of the fact that Madame Hydra had not come alone, but had in fact brought along a man who wore a helmet with a white skull painted over the face, a bullet-proof jacket with a set of crossbones painted on the front, dark brown cargo pants, padded gloves, black boots and a dark silver belt. The business man had no problem with HYDRA's representative bringing along someone else for added protection, seeing as he had brought along an associate of his own in the form of a man with a set of goggles over his eyes and a large trench coat concealing most of his body, save for his lower legs.

"I trust you received our most recent news," Madame Viper asked, bringing the man's attention to the meeting at hand.

"Yes," the business man nodded. "It seems you were right. The Avengers did approach Spider-Man, and now he's a student at their little school. I suppose it goes without saying that any hopes I had of capturing Spider-Man and weaponizing his abilities are now a pipe dream without your assistance."

"Indeed it does," Viper confirmed with a sly nod, which made the man think she knew this would happen all along. "So I take it that means you have reconsidered our offer?"

The man was silent for a moment before he finally gave his answer. "Yes. I have decided to accept. HYDRA will have the full support of my company, off the record of course. Can't have everyone knowing about such an allegiance, now can we? And as a show of good faith, I'd like to offer the personal services of one of my best scientists to you." The man's associate then stepped forward and opened his trench coat a little so that the four mechanical arms beneath it had some freedom to move about. "Allow me to introduce Doctor Otto Octavius. I believe you know him better as Doctor Octopus?"

"Indeed," Madame Viper nodded. "And you are certain that Doctor Octavius has no qualms serving under our leadership?"

"Dear lady, Otto Octavius serves no one but himself unless it provides him with some benefits. I'd prefer to think of us as business partners for the moment," the not-so-good doctor clarified.

"Watch your mouth, Octo-boy," Viper's extra muscle growled.

"Crossbones," Viper warned said muscle, prompting him to immediately stand down. She then turned her attention back to the doctor and said "I understand your meaning, Doctor, and I assure you that we will be most happy to welcome such a brilliant mind into our ranks."

"Just another step towards crushing both the Avengers and their little academy, I assume," the business man inquired, just make sure he was understanding correctly.

"Indeed," Madame Viper confirmed as she stood up and extended a hand forward, which the man accepted to seal the deal. "A pleasure doing business with you, and welcome to HYDRA's ranks, Mister Osborn."

"The pleasure is all mine, Madame Hydra," Norman Osborn of Oscorp Industries smirked in reply, signifying the beginning of what were sure to be dark days that were soon to come for both the students and staff of Avengers Academy.

* * *

 ** _AN: What? Did you really think I'd write a superhero story without throwing in some villains? I mean come on, we've already established that HYDRA was around, and look at that, we've now seen the addition of three different Spider-Man villain (Doc Ock, Green Goblin, and Shocker in case you weren't paying attention) along with Crossbones, and they are up to something evil-sneaky._**

 ** _Deadpool: Hey, how about we talk about those lame_** _ **[sees AN reaching for controls] I mean, awesome various references you threw in this time!**_

 _ **AN: Well I suppose it couldn't hurt. Yeah, a lot of this chapter saw some Spidey references. Stuff from the Ultimate Spider-Man comics, The Spectacular Spider-Man animated series, and even something from The Amazing Spider-Man 1, in case you didn't notice it. Yeah, this really seemed to focus on Spidey, like the last few chapters seemed to, but this one especially so. I really wanted to wrap up Spidey's first day with a bang, and this chapter seemed like the way to go with that. Plus, we saw a little more progress with Wasp and Spider-Man's relationship.**_

 ** _Deadpool: Let's not forget the fact that you totally had Spidey blow his secret identity by announcing it to Wasp._**

 ** _AN: I just had him tell her his first name. It's not like he revealed his social security number to her or anything. By the way, "HaywireEagle" I hope that this clears up your problem with Wasp's little shy act, you know, because that's all it was: an act? While we're on the subject, we'll see a bit more development for the happy, excited size-changer, as well as the other students, so keep an eye out for when those adventures happen._**

 ** _Also, of course I had Wasp design a civilian-hero style for Spidey. After all, she wants him to like her, and one of the best ways to help with that would be by helping him fit in a little more so that he won't be uncomfortable around their classmates due to the fact that he's the only one who seems to be wearing his hero suit full-time. If you need a better idea of how Spidey's new style looks like, just check out his Rank 1 attire in the Avengers Academy app, and replace the glasses with the shades I mentioned earlier._**

 ** _Deadpool: Which make him look like a Cyclops-wannabe._**

 ** _AN: Why are you still here?! You know what? That tears it. Security!_**

 ** _Deadpool: [suddenly gets drop-kicked, then slashed, punched, slashed, and then shot repeatedly] Hey! Who did that?! [looks to see who did it, only to freeze when a sword ends up at his throat...sorry, we should be saying that a gunblade was at his throat]_**

 ** _Lightning: I did._**

 ** _Deadpool: [stares at Lightning for a minute] I can show you really good time ya know? [gets blasted out of the building by Lightning] BUT I DIDN'T EVEN TELL YOU WHAT THE SAFE-WORD WOULD BE!_**

 ** _AN: Lightning Farron of Final Fantasy XIII_ _everyone. Our newest Deadpool exterminator. Give it up for her._**

 ** _[audience applause]_**

 ** _Lightning: [spins her gunblade back into its holster] I'll be going now._**

 ** _AN: Okay, thanks for the help. Oh, and hey, we still cool about the possibility of working together for a possible crossover in the future?_**

 ** _Lightning: [stares at AN for a minute] Let me know when you start doing some real planning for it, or if it ever becomes more than just a random idea. [Leaves the building all dramatically like only she can]_**

 ** _AN: Okay then! I'll just have my people call your people!...Man I hope we get to see her in Kingdom Hearts III. Ahem, anyways, let's get you all rolling Onto the Preview! That should help me deal with the Deadpool-induced headache..._**

 ** _Another super-powered teen has appeared on the Avengers' radar, and Carol is asked to join Tony and Hawkeye in the attempt to recruit him to the school, but a potential new student is not the only thing that the three will have to contend with, as something far more devious is on the prowl here. Can the three bring this indestructible man into the fold before anything goes bad for him or them? And just what will the other three young heroes be doing while this is going on? Find out next time!_**

 ** _See that? Already we're adding someone else to the student body, and we'll be focusing on someone other than Spidey next time. Well, until then..._**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


	5. The Unbreakable

_**AN: Happy 2017 everyone, and since many of us are now back to school, what better story to update first than our resident high school AU, Avengers Academy? Am I right or am I right?**_

 _ **[audience applause]**_

 ** _I thought so._**

 ** _Falcon: It's been a while since you've updated this._**

 ** _AN: I know, I meant to do it sooner, but some things came up, like updates for other stories and starting new stories, including my newest crossover..._**

 ** _Spider-Man: A Spider's Focus, starring the dazzling, lovely Lightning Farron of Final Fantasy XIII, and me, your friendly neighborhood Spider-Man!_**

 ** _Wasp: Excuse me? The what Lightning Farron?_**

 ** _Spider-Man: Oh crap! Sorry Wasp. I can't help it! She's my love interest in that story._**

 ** _Wasp: Well leave it in THAT story and not this one! I do not intend to share with that pink haired She-Wolverine._**

 ** _AN: "She-Wolverine"?_**

 ** _Wasp: She primarily fights with a sword, not her bare hands, and don't get me started on her temper. Hence, She-Wolverine._**

 ** _AN: [mutters] Here's hoping Lightning doesn't find out about that. [normal voice] Anyways, there is that, and for you Kingdom Hearts fans, there's also my newest KH story, Kingdom Hearts: Dual Keys, so if you're interested in either FF13 or Kingdom Hearts, check out one of those stories. Also, for more Marvels and superhero action, check out some of the latest chapters for Code Avengers: Cosmic and Justice Marvel as well. Especially in the case of the latter._**

 ** _Ms. Marvel: Can we move this along? I've got a pretty big role here this time around, and I'd like to get moving with things._**

 ** _AN: Alright, alright. Quit rushin'. Moving on to review answers..._**

 ** _First up is a response to reviewer "Incarnate47". Glad you like the idea of Jessica Jones coming in and causing a bit of drama in the SpideyxWasp relationship, because there is a very likely chance that might actually happen, along with one or two other things later on, but I'm not going to say too much just yet. I'm not going to give away any spoilers after all. Also, in regards to X-23, I'm afraid that she won't be joining Avengers Academy, but that doesn't mean we won't eventually see her. After all, it has been confirmed that mutants were revealed to exist and Xavier's School for Gifted Youngsters is around, so well...I think we all know what that might entail for future chapters._**

 ** _Next is in regards to our friend "cooking samurai". There will eventually be something that will show the students that magic is real, and we'll have a certain doctor leading the way in that introduction along with some students of his own, so there's a little something to tease you on that for now. We won't be seeing that for a while though. As for your suggestions, A-Bomb will definitely be showing up in this story, and I've already mentioned the plans regarding X-23. Agent Venom will actually be part of a much bigger story that will more than likely be an upcoming sequel to this story, which basically features the Spider-Heroes as a central focusing point (shocker, right?). As for your other suggestions, I will think about them, so thanks for the ideas._**

 ** _Now, my man "Dragon Rider 66", first off, no, I have no intention of ever "giving Deadpool his him-themed cake", because that will just result in more problems and horrors if I ever did that._**

 ** _Deadpool: Now that's just not true! I'd back off for a while!...Maybe...almost definitely...probably...Oo! Are those snacks for everyone! [Gets blasted out of the room by Ms. Marvel]_**

 ** _AN: Thank you, Carol._**

 ** _Ms. Marvel: No problem._**

 ** _AN: I think that pretty much proves my point, but aside from that, busting his chops and tormenting him is oddly relaxing. As for your other questions, don't know about Sam, but Peter might end up with something of a workshop of his own for his photography work at least, and in regards to other vehicles like the Spider-Cycle, I can neither confirm nor deny whether or not those will appear later on at this time. The Squirrel-Girl stuff, well there's a reason why she's the "Unbeatable" Squirrel-Girl. You just have to look up anything about her online, be it here or anywhere._**

 ** _Now, to reviewer "GunRunner805". First off, thanks for the compliments, really, it honestly warms my heart to hear such glowing praise. And as for the matter of Robbie Reyes, or really any of the Ghost Riders, I'm actually a bit hesitant about whether or not they will show up directly at this time for the exact reasons that you mentioned: the fact that hardly anyone other than the comics really do them any justice. But if you really think I could pull it off, I might give it a shot, be it in this story or another one in the future. In the case of this story, it'll likely be around the time that the magic world is introduced to the students. I won't make any promises beyond saying that I'll do my best though, so fair warning on that._**

 ** _Finally, in regards to "treyalexander63917", if you want an exact estimate on Spidey's current strength level, I'd say that it would probably about 10 tons average, at best for the moment, which will likely steadily increase as he gets older, but that's just my own best guess right now. As for whether or not he will meet other heroes that had served as his mentors in the comics, well that remains to be seen at this time. Daredevil will definitely appear at some point down the line, but that's really all I can say for now._**

 ** _As for everyone else who has made suggestions of heroes that they'd like to see join the academy or just appear later on, I will only say that your suggestions may be taken under consideration for later on, but for now, we're mainly focusing on a select list of heroes who will serve as the main, focusing characters of the story. That does not mean you should stop sending in suggestions, because I do appreciate whatever suggestions you may have, so by all means, continue letting me know what Marvel hero you would like to see join Avengers Academy._**

 ** _Now, if that's everything, let's take a look at how smooth our newest recruiting mission goes, shall we?_**

 ** _I do not own anything from the Marvel franchise or any other franchise mentioned in this story._**

* * *

 **Chapter 5: The Unbreakable**

About a week after Spider-Man's enrollment at Avengers Academy saw everyone falling into a rather basic routine, or at least as basic as one could expect at a school for teenager superheroes run by Earth's mightiest heroes. When the kids were not in class, they were either holding small study groups, hanging out in the dorms, or holding a small mini-party at the campus' club, and when they were not doing any of those things, they were more than likely doing their own personal training, be it at the gym or in the training rooms, or by joining Spidey on his patrols of the city. The latter of those two things was actually something that had started to happen a lot more often, for which Spidey was very thankful, because he honestly enjoyed having some help in keeping New York safe from bad guys, even if some people (Carol) still thought it was a waste of their talents catching purse-snatchers and saving cats stuck in trees. Out of all three of his classmates though, Spidey found his patrols joined by Wasp more than anyone else, a fact that he definitely enjoyed a lot more than anything else, at least as soon as the drives in and out of the city were over with. Those were all very stark reminders of the fact that he needed to at least get a Learner's Permit as soon as possible, but despite her crazy driving skills, Janet was very cool to hang out with, what with her excited, happy personality, her eagerness to do what she could to help others and have fun while doing it, and the fact that she was very cute did not hurt either. That last one was something that Peter kept to himself, but not quite as well as he did his secret identity, as Carol and Sam were both able to tell it was clear as day that the web-head liked the size-changer. Now if only it was as obvious to Janet as it was to them.

Another thing to note over the course of that week was that Janet had somehow managed to convince Spidey to reveal his first name to Sam and Carol like he had to her. It was not entirely because she felt that it would be difficult to keep his secret for long, she was great at keeping secrets, but she also believed that Peter could trust the two with that information at least. Plus, it was not like his name was all that uncommon, so that just meant he was still in the clear when it came to keeping his identity safe. It took a few days of convincing, but Peter did eventually cave and reveal his first name to Sam and Carol, for which they were both very grateful to him. The fact that Janet gave him the sad puppy face the last time she suggested he do so had nothing to do with it. Really! He had honestly come to realize that he could trust Sam and Carol with that information, especially given how cool the two were to him over the time that had passed since he had enrolled. Besides, they all gave their word that they would not tell anyone who did not already know, so all the better. With that moment said and done, life went on as close to normally as it could at a superhero school.

That morning, things were not quite as routine as they usually were, mostly because it saw Sam racing from the mail building to Avengers Mansion, with a box tucked under his arm. Glancing at his watch, Sam immediately groaned, "Oh man! Late again!"

This revelation was all the reason Sam needed to activate his jet pack and blast forward into the air in order to cover the remaining distance between him and the building ahead of him at a faster pace. Once he was at the nearest entrance to the building, he immediately rolled into a landing as his wings retracted, but upon standing up and jumping through the door, he could only let out a yelp of surprise and slight fear when he saw that someone was already standing on the other side of the entrance with a slightly cross look on their face. "M-Miss Romanoff," Sam exclaimed.

Indeed, the Black Widow herself was now standing in Sam's path, and she did not look happy to see he was not in class, or rather, she looked less unhappy than she normally did. Grabbing Sam's arm so that she could see his watch, Widow only hummed for a minute before looking at the packing under his other arm and sighed, "Watch isn't slow, which can only mean one thing. I just have one question: again, Wilson? One of these days you need to learn to get to the mail room early like everyone else does. You might be able to avoid getting intercepted by Hulk if he did."

"I actually did, ma'am," Sam revealed, drawing a curious look from Romanoff that clearly demanded additional explanation. "I got there as early as possible; before it was even opened in fact, and yet Hulk was still right outside waiting to intercept me after I had gotten the package."

Hearing this drove Black Widow into what could only be described as stunned silence before she finally sighed, pulled out a Stark Tablet, and tapped it a few times as she said, "All right, I'll mark you down with an excused tardiness and have a talk with the big guy later. Just hurry off to class. I'm sure your friends are all waiting on you so that they can start. And no flying in the halls."

Sam just nodded in reply before taking off as fast as he could without the use of his jetpack, until he had finally reached his usual seat in History next to Peter, who was now sporting his civilian-style hero attire with pride, and in front of Janet. Seeing his friend come in late, Peter had to ask, "Hey Sam, where've you been?"

"Let me guess; the usual package," Janet asked before Sam could answer.

"Yep," Sam nodded, drawing a confused look from Peter.

"Tell me you saved a decent amount before Hulk could tear into them," Janet begged.

"After what happened the last time I failed to do so, you know I did. I don't want you or Carol blasting me like you did then," Sam replied.

"Hey, Carol blasted you! I just gave you a little sting," Janet defended.

"If by 'a little sting' you mean 'several stings all over my body'," Sam retorted.

"Details, details. Just hurry up and gimme one so I can get my fix," Janet demanded, fidgeting in her seat and clearly not noticing the odd looks Peter was sending between her and the winged hero-in-training.

"Alright, alright, here. I swear, you and Carol are more addicted to these things than I am," Sam conceded as he opened the package and held it out to her. The minute the box was open, Janet's hand immediately dived in, but just as she was about to pull it back out, Peter finally cut in again.

"Okay, hold up a minute! Everything you guys are saying is sounding like gibberish to me. Somebody please explain before my poor, innocent Spider-Brain makes any weird assumptions," Peter requested.

Janet just giggled a bit at Peter's comment, earning a knowing look from Sam, and pulled her hand out of the box to reveal a chocolate chip cookie in it. "Sam's mom likes to send him homemade cookies from home, especially after he told her how much Carol and I like 'em," Janet revealed as she quickly took a bite out of the treat. "The only downside is that Hulk really likes them too, so he tends to get as many as he can before Sam can get them to the rest of us."

"Here, try one," Sam offered. "Trust me, they're really good."

Not wanting to seem rude, and having actually been tempted to try one after hearing the explanations, Peter quickly plucked a cookie out of the box and took a bite for himself. After a minute or so when he finally swallowed, Peter smiled and said, "Hey, these are pretty good."

"Just pretty good," Janet gasped, almost as though she had heard something completely shocking. "These things are to die for!"

Peter was definitely starting to see why Sam said she was addicted to his mom's cookies, but he still had to explain why he said what he did. "No offense or anything, dude, but I still think my Aunt May's cooking is the best."

"Hey, no worries pal. Gotta respect a guy who sticks with his family," Sam shrugged, honestly not offended at all. There really was not anything better than the home cooking of one's parent, parental figure, or really just any family member in general. "You know, maybe you should ask your aunt to send some as well so the girls can compare."

"Not a bad idea. It'd be like a cooking face-off," Janet encouraged.

"Challenge accepted," Peter jokingly smirked, earning a laugh out of all three of them. Turning around to face the front, while they each enjoyed their treats, Peter then glanced around and noticed that someone in their little quartet was currently missing. "Hey, do you guys know where Carol is? From what I've seen, she's usually the first one here, and it's looking like she's a no-show."

"Nope," was the simple reply Sam gave. "I was over at the mail room since early this morning, hoping that I could avoid a Hulk interception.

"She wasn't in her room when I woke up, and I didn't see her at the dorm's cafeteria, so I figured she had gone out for a quick run on the track field or something," Janet shrugged.

"Carol won't be here today at all, actually," Captain America announced, drawing the three's attention to the front. "She's been asked to join Iron Man and Hawkeye on a mission to recruit a possible new classmate for you all, so she likely won't be in class for today, and probably most of tomorrow as well, depending on how long it will take to recruit him."

"Hey, how come you guys didn't bring one of the other students along when you recruited me," Peter questioned, and from the looks on Janet and Sam's faces, it was clear they were asking the same thing.

"Well for one thing, we weren't entirely sure of how long it would take to make contact with you," Steve started. "And for another thing, you were right in our own backyard and the place their going to is a much greater distance away. We were only planning on bringing any of you along with us on recruitment missions as a way of allowing you all to see more of the world that you're training to become the protectors of."

That reasoning seemed to abate any curiosity or annoyance the teens had, and Cap was now free to start the day's lesson. Before he did though, he noticed the treats the three were snacking on, and he immediately leveled Sam an even look. "Falcon, what have I said about passing out your mom's cookies during class time?"

Sam immediately looked sheepish before he held the box out to the veteran of World War II and said, "To not do it unless I was going to give you one as well?"

Steve slowly walked up to the winged, powerless hero, his even look unfaltering, until he was right in front of Sam's desk. At that point, his serious look dropped for a smile and he reached into the box to retrieve a cookie as well and said, "Yep, that's about right. Just make sure you save one for Carol, soldier."

Sam just nodded in response, and with that, the class carried on like normal, save for the two differences that day.

* * *

Somewhere over North Dakota, Carol was strapped into a seat on the Quinjet, while Iron Man and Hawkeye were seated at the main controls, and while the blonde was glad to be on a mission with two of the Avengers, even if it was just a mission to bring a new student to the academy, she still had one question. "Why just me and not all of us?"

"For starters, we don't want what is currently the entire student body to miss class," Tony easily replied. "Plus, out of all of the students, you're the best example of what Avengers Academy has to offer."

"Plus, think about who the other options were. Janet's been at the academy the longest, but we don't want to scare them away with her overexcited, overly-happy personality. Sam's an okay option, but if the guy turns out to be a bad choice and tries to attack us, he's going to get torn apart since all he's got is a jetpack. And do you really think we'd bring Spider-Man with us when he's only been a student for a week? Not to mention his stupid jokes are just as likely to scare a new student away as Wasp's attitude is," Hawkeye dryly remarked.

"With all due respect, why do I get the feeling that most of this is just you still being sore about how Spider-Man beat you in your sparing session with him the other day," Carol smirked at Hawkeye.

"Shut up, kid! He just got lucky," Hawkeye insisted, but he still had to throw a glare in Tony's direction when he noticed how Stark was supposedly trying to cover up his laughter. The fact that Hawkeye could not hit Spider-Man once was funny enough for Stark, given Hawkeye's reputation of never missing a target, but the fact that the web-head had managed to beat him so soundlessly and then leave him hanging upside down in his webs, without his pants just made it all the more funny. The fact that Clint had been wearing Iron Man boxers that day only made it all the better for Stark.

It took a lot of self-restraint for Carol to keep from bursting out in a gut-busting laughter at the memory of that training session like she, Sam, and Janet had when it had happened, and once she was sure she could talk without so much as giggling, she then asked, "So who exactly is this guy we're looking for, and what can he do?"

In response, Tony immediately hit some controls and brought up a holographic image of a black teenage boy who looked like he could likely pass as an adult, decked out in a yellow shirt, grey pants, and a black jacket, while a very serious expression was plastered across his face. "The kid's name is Carl Lucas, but it seems that he had recently changed it to Luke Cage," Tony stated as Carol studied the image in order to commit it to memory. "From what we can tell, his powers include super strength and either invulnerability or incredibly dense skin. Word is that he's actually a run-away due to something that had happened in his past, though it likely has something to do with his Juvie record."

"Wait, what," Carol exclaimed. "Did you just say…?"

"Relax, kid. We wouldn't be going to find this guy if we thought he was a fully serious criminal," Hawkeye assured Carol. "More importantly, our last reports have him being sighted working at a bar here in North Dakota, and given that he looks like he could pass for an adult, I'd say it wasn't too hard for him to convince the manager he wasn't sixteen."

"Fifteen," Tony corrected.

"Whatever," Hawkeye shrugged with a roll of his eyes.

"If he's not actually a criminal, then why did he run away," Carol interrupted, still clearly hung up on that one detail.

"Probably because whatever happened in his past would be trying to catch up to him, his parents kicked him out after he got his powers, he had nowhere else to go, or any other number of reasons," Tony reasoned. "Just try not to be hostile to him, all right? Remember, you're here to be an example of what we can offer him, so judging him because of the fact he has a criminal record without knowing all the details would not be selling a great image for anyone."

Carol just gave a sheepish laugh at this before she groaned, "And to think I passed up a nice relaxing calculus test for this."

"Oh that reminds me, you will be making that up after we get back, first chance I get, so I'd make sure you're completely studied up for it" Tony revealed, drawing another groan out of Carol, which only made him smile in good humor.

Hawkeye on the other hand had a different opinion to that reaction, which he summed up with one word. "Teenagers."

* * *

Meanwhile, somewhere in Bismarck, North Dakota, which was where the Avengers were heading in order to locate their potential recruit, Luke Cage was actually just heading for his temporary home after getting off work. As much as he hated having to lie to his boss about his age, it was still a good job, and it was definitely giving him a better living than what he used to do for money. He immediately dismissed the thoughts about his past though, because the more he thought about his old life, the more he would dredge up certain memories that he would rather forget about in regards to what he had done and other matters that were a bit closer to the heart for him. Right now, the best thing he could really do was keep his head down and hope that it would be enough for him to keep his past from coming back to haunt him. Sometimes though, that was easier said than done.

The reason for this was actually taking place right now when he heard a woman screaming from a nearby alleyway, and he instantly rushed over to check it out. When he arrived on the scene, Luke's face immediately fell into a scowl when he saw four thugs harassing a young woman, and with the way that two of them were pinning her down while another had gotten out a knife as he moved closer to her, it was obvious what they were planning on doing to their victim. Seeing this alone would have been enough to get Luke's blood boiling, but when the woman was suddenly slapped across her face after she tried to kick one of the thugs away, that ended up being the last straw for him.

"Hey, why don't you punks pick on someone your own size and leave the lady alone," Cage shouted, drawing attention to him. None of them could really see his face since he was wearing a black cap that hid it from view, but that did not really bother them that much.

"Piss off, punk," one of the thugs said. "Why don't you just move along and act like you never saw anything. We just wanted to take the lady for a little ride, and she decided to be a bitch and refuse."

"Considering how you look and what you're doing to her, I'm not surprised," Luke mocked as he stomped forward.

"What did you say," one of the other thugs demanded as he sprung up and pulled a gun on Luke. "No go on, say it again. I dare you."

"Fine, I said, I wasn't surprised by her reaction since you look like trash I'd scrape off the bottom of my boot," Luke retorted. A minute later, a gunshot echoed through the alleyway, and Luke flinched a bit when the bullet struck him in the chest, but it was not enough for anyone to notice except him. Seeing that Luke did not even move after being shot was scary enough for the thugs, but when he Luke just brushed his jacket a little to wipe the bullet off him and out of the hole it had left in his jacket, they quickly became even more concerned. "Sweet Christmas, you fellas must have a really good death wish, because now, you've really ticked me off," Luke growled, his fists raised to show he was ready for a fight.

Seeing Luke's silent challenge along with hearing his threat was all the prompting two of the thugs needed to charge him once they had pulled out their knives, and Luke did absolutely nothing to stop them from trying to stab him besides raising his arms up a little in self-defense. The knives instantly shattered on impact with Luke's arm, and allowed the large teen a chance to slam his fists into his attackers' guts, leaving them winded long enough for him to knock them both out with a hard cross. The last two both tried a different approach and just pulled guns on him, but every shot they fired at Luke only succeeded in damaging his jacket and making Luke annoyed. After a minute or so, Luke walked up to them, grabbed their guns, and crushed them in his hands before yanking them out of the thugs grasp. With the two disarmed and now trembling in fear, Luke barely needed to do all that much to make sure they would not go anywhere before the police arrived beyond just simply knocking their heads together.

Turning to where the woman had previously been allowed Luke to see that she was already long gone. Whether it was to call the police or just to get away, Luke did not really know, nor did he care that much. Right now, he just knew that he had to get out of there before anyone else showed up to ask questions that he really did not want to answer right now, and so, he immediately raced out of there and down the next few blocks at a speed one probably would not expect from someone of his size. When he finally came to a halt to catch his breath, he looked over his outfit and frowned a bit at the bullet holes that were now in his shirt and jacket. "Man, these were my favorites," Luke groaned to himself. Sure, he had a few just like them back home, but a favorite was a favorite.

What he did not expect was for someone to have been close enough to hear him. "You always did have a thing for those colors, Lucas," a voice said, and Luke immediately turned to see who had spoken up, only to freeze in shock when he laid eyes on them. The man in question was just about the same size as Luke, and had pale skin and a shaved head. He was decked out in dark jeans and a black muscle shirt, and he had an aura about him that just screamed danger. The worst part about it all was that Luke knew this guy far better than he would have liked.

"Carl Creel," Luke gasped. "What're you…how did…"

"Been a long time, buddy," Creel smirked. "Last time I saw you was during that little job of ours in Harlem. How's your old man, by the way?"

"Like you don't know," Luke snarled. "Now how'd you find me?"

"I've got some connections, and when I heard about someone going around this town and putting the hurt on some local thugs, I had a feeling it might be you, seeing as you always had a soft spot for helpless worms," Creel shrugged like it was no big deal. "I also heard you got a nice gig at a local bar. Bet you could get yourself quite a few high-grade drinks that would fetch a pretty price, along with some other things, huh?"

"Forget it," Luke snapped as he shoved Creel aside. "I'm not helping you with anything ever again, especially not after what happened the last time I got mixed up with you."

"Aw come on, Lucas. It all worked out in the end didn't it? After all, I hear you got a pretty sweet deal out of it by playing lab rat so you could become what you are now," Creel pointed out.

"Well, I wouldn't exactly call what happened to me a good thing, so don't go thinking I owe you any favors. Now I'm only gonna say this once: get the hell away from me, and stay away. I'm doing good now, and I'm not gonna let you or anyone else mess that up," Luke snarled.

"Please. You know you miss the rush of doing a job with me," Creel scoffed as he stopped Luke from leaving. Luke just glared at him before he shrugged Creel's hand off his arm and stormed away, leaving Creel to glare at his back as he retreated. "You can run all you want, Carl Lucas, but you'll find I'm not so easy to shake. Not when my own grip can become just as unbreakable as yours in an instant."

With that little promise now out, Creel stalked away, thinking of what he would do the next time he saw Luke Cage, never noticing the little spy drone that had been watching their exchange from above. The video feed was instantly sent back to an underground lab, where one Otto Octavius could only smirk at what he had just seen before he tapped a communicator he had in his ear and reported, "Madame Viper, I think I may have something you will find very interesting."

* * *

Finding a discreet place to land the Quinjet was a cinch, especially with two Avengers like Iron Man and Hawkeye at the controls, but getting into the city without drawing too much attention was a bit harder for the two heroes and academy student. Hey, even without the hero suits, one of them is still a famous celebrity, namely the one who is a genius, billionaire, playboy, philanthropist, so asking Tony to not draw attention to himself just by walking down a street would have been like asking a fish to try and breathe without being in the water. Still, they managed to find the bar that their target had been said to have worked at without much trouble, and got inside much more easily since it was during slower business hours. It took even less time to find the owner of the establishment, whose name was Alex, but the minute they mentioned they were looking for Luke, they seemed to hit a roadblock.

"Look, whatever beef you may have about the kid, I'm only going to tell you this once: he did not do it," Alex insisted.

"Whoa, time out there, pal. We're not here to complain about the kid, we just want to talk to him," Clint tried to say.

"Yeah right," Alex scoffed. "I've seen types like you guys come in before, and they all want the same thing when they ask for Luke. If it's not to complain about how he roughly threw them out, it's to try and say that he had assaulted them, and with some completely crazy story at that. You all come in here thinking you can sue him or something just because he roughed up one of the crooks in this town, but if that is the case, then maybe you might want to give a believable story instead garbage about how he just shrugged off getting shot at multiple times like it was nothing."

That definitely confirmed that their guy was extremely durable or invulnerable to harm, but they were not going to get anywhere near him if they could not get his address from the owner. "Well we're not here for that reason," Tony tried to say. "We're just here to talk to him about a small business proposal we might have for him."

"And what's that? Join your school or get locked up," Alex asked. "Sorry, but he's not interested."

"How about you let him decide that for himself," Carol interjected.

Alex just leveled a look at the blonde for a minute before he turned back to the two Avengers and said, "You are aware that I don't allow underage minors in here right?"

"And yet you let a teenager work here. You do know that, right," Clint pointed out, thinking that they might have Alex backed into a corner. They did, but not in the way they expected.

"Look, I don't expect people like you to understand, but if I turned my back on the kid, I wouldn't have forgiven myself later on," Alex stated. "When he showed up just outside my bar, he looked like a desperate man trying to escape from his demons. The fact that he was alone on the streets with no money to speak of and likely about to collapse from hunger only helped make my decision to give him a job easier. I'm sure he still thinks that I believe he's twenty one, but I've known he was just a teenager from the moment I saw him, and even so, I wouldn't have turned my back on him. He's a good kid who's clearly had a tough past that he wants to leave behind, and getting mixed up with you freaks with fancy suits and weird powers is only going to drag him back into that. So if you want to report me for hiring someone who's underage to work at a bar, go right ahead. The way I see it, I would've been committing a bigger crime by leaving the kid to fend for himself on the streets without anyone to help him at all."

That explanation had floored the three, Carol more so than Clint or Tony, and it was clear that they were not likely to get any help from Alex if he was this determined to help Luke the way he was. Still, that did not mean that there were no other ways to find the kid, and Tony made that clear when he told Carol to go outside and have a look around town. With the way he had phrased it, Tony made it seem like he told Carol to just tour the city for a bit while they continued trying to talk to Alex, but Carol knew that underneath that he was telling her to try and find Luke the old fashioned way, so she did nothing to protest and immediately set to work. It was a bit difficult for her, since she had to search without using her powers, but Carol had been planning on joining the Air Force before she got her powers, so naturally, she made sure to stay in good shape, meaning searching around on foot was not a problem for her.

There was one problem with searching on her own, though; Carol had absolutely no idea where to look for Luke Cage. The reports she had read about instances he was connected to were not much help in discerning any sort of pattern as to where he was likely to hang around or where he lived, so she really ended up just wandering around aimlessly for a while. Still, she did make sure to only keep her wandering to areas that Luke had been spotted using whatever powers he had, so she had a pretty good hunch that she was likely to run into him sooner or later. Her efforts proved to bear some form of fruit, as she happened upon an alleyway where a small number of people were all lying unconscious, having clearly been involved in a fight recently, and if she were to judge by the broken metal shards and dented bullets that were scattered about the alley, Carol would have to say that she was probably close.

At least that had been her thought on the matter, but after going several blocks without spotting her target even once, Carol was about ready to turn back and meet up with Tony and Clint. Just as she was doing so though, she heard what sounded like a fight going on nearby, and she immediately went to check things out. Upon rounding the corner, Carol's eyes instantly widened when she saw Luke Cage himself beating down on some guys with little mercy, and he did not look like he was planning on stopping any time soon. Seeing this was all that Carol needed to jump in, but she quickly remembered that she was not supposed to be using her powers at the moment just as she was powering up an energy blast, so she shook it off and started looking around for something that she could use to help her get his attention. When all she found was a trashcan lid, Carol just shrugged thinking it would do, grabbed said lid, and then threw it like Captain America would often throw his shield right at one of the other guys who were trying to sneak up on Luke from behind. The thug getting knocked out by the sudden surprise attack was enough to get Luke to jump a little and turn to see who had intervened. Seeing Carol walking over to him did not do much to calm his nerves though.

"Who the hell are you," Luke asked, making it clear he was not in the mood for games right now.

Carol was able to pick up on this easily and decided to cut right to the chase. "My name is Ms. Marvel, and I'm a student at Avengers Academy."

"Well what's a big, tough Avenger student doing in Bismarck," Luke inquired, now getting more nervous and guarded than he was before.

"That depends. Are you Luke Cage," Carol asked.

If that was supposed to calm Luke down, it did just the opposite, because he was now more tensed up than ever. "Why do you want to know," Luke cautiously asked.

"I'm here with a couple of the other Avengers to offer you a place at the academy," Carol easily answered.

It did not even take a second for Luke to answer. "No thanks. I'm not interested in joining up with Earth's mightiest heroes or their school for freaks."

"Excuse me," Carol snarled, feeling more than a little insulted by that last part.

"Look, it's nothing personal, but I don't want to get mixed up in that kind of stuff. I just want you guys to leave me alone and let me live as close to a normal life as I can now," Luke clarified. "I've already had one old problem suddenly show up in my life, so the last thing I need is a new one coming in to screw things up."

"You're kidding, right? Avengers Academy isn't going to give you any problems. We can help train you to use your powers responsibly, to help people instead of just beating on innocents like you were just now," Carol tried to reason.

"These 'innocents' were just harassing an old man who was down on his luck and barely had a cent to his name. If I hadn't stepped in, they would've killed him," Luke revealed.

"And you can do a lot more than that by joining the academy," Carol pressed. She had been caught off guard by the small revelation, yes, but she was not going to let that deter her. "Anything has to be better than running the risk of ending up in jail again, doesn't it?"

That proved to be the wrong thing for her to ask about, because Luke had instantly gotten mad enough to march right up to her and get in her face. "Don't go talking about that like you know what happened, _Ms. Marvel_! I never should've been in prison to begin with, and because of that, I'm now a freak," Luke snarled. He took a quick breath to calm his nerves a bit and then calmly said, "I'm only warning you one more time; leave me alone and just go back to your little school. I don't want any part of it."

Carol was now completely stunned. She knew that a lot of criminals would sometimes say that they did not deserve to go to prison, but there was just something about the look in Luke's eyes that made her think that it was a bit more than just some sort of weird belief. Maybe Tony and Clint were right when they said that there was more to this guy's past beyond his criminal record, and yet she went along with thinking that he was still as bad as most people with such a record could be. Some example she was setting for the academy right now. Carol was so caught up in her thoughts that she barely even noticed Luke brush past her as he made to leave, but she was soon snapped out of it when someone suddenly wrapped a chain around her neck and pulled her into the wall next to her so that she would drop to her knees.

Hearing Carol let out a pained grunt caused Luke to turn back and gasp in horror before glaring not at the blonde, but at the man who was currently holding a chain around her neck. Mostly because it was the same man that he had just told to leave him alone earlier that day. "What's with the look? I just thought you'd like a little help 'convincing' the dumb blonde here to leave you alone, Lucas," Creel smirked as he hoisted Carol up with the chain he was holding around her neck.

"Let her go, Creel! Whatever beef you have is between you and me! She's got nothing to do with it," Luke shouted, not noticing that Carol had activated the distress signal on her Student ID Card as discreetly as she could.

"Really? So I heard wrong when this broad said you were being offered a chance to join superhero school and you refused? I'd say she's pretty involved," Creel argued with a shrug.

"Well if I wasn't before, you've got no one to blame for roping me in but yourself, pal," Carol snarled, and the next thing anyone knew, Creel's gut was suddenly met with a hard hit from the blonde's elbow. The sudden blow caused Creel to loosen his grip on the chain around Carol's neck, allowing her to breathe easily again, and giving her enough room to hit him in the face before knocking him further back with a follow-up kick. Acting out on instinct, Carol then charged up an energy blast in her other fist, and immediately launched it right at the large man, sending him hurtling through a wall. When she saw what she just did, Carol immediately started to panic a little, because there was no way a normal person could have survived getting hit with her energy blasts at the level she just used, let alone getting blasted through a wall like that. "Oh damn it! I didn't mean to do that! I-I just reacted, and…" Carol started to stutter, until she and Luke suddenly heard the bricks from the shattered wall start to shift around.

What came next was a shocking surprise to both of the two, because there, walking out of the hole that had just been made in the wall, was Creel, smirking darkly, and they could also see that there was something different about him quite well right now. As opposed to when Luke saw him earlier, the bald man's skin had now appeared to change into the same kind of metal as the chain that he had been using to restrain Carol earlier, and even though there were a few cracks in said metal, they all quickly disappeared as he tightened his hold on the chain, which he had somehow managed to keep a hold of. "Not bad, Blondie," Creel admitted. "Guess that fancy hero school does teach ya something, but they clearly didn't teach you enough to know how to handle a guy like me."

"What…what have you done to yourself, Carl," Luke stuttered as he and Carol both started to back away from the metal man.

"It's actually not too different from what happened to you, Lucas, only I didn't get this done to me for some stupid get-out-of-jail-free card. I got this done because I wanted to keep moving up in the world. Common thugs don't stand a chance now-a-days 'cause of those Avenger types like Blondie here, so I figured that I'd up my game to the next level," Creel revealed. "Unlike you though, I'm not just strong; I can also change my body into any element I want just by touching it. Now I'm gonna tell you this one last time, Carly-boy, join up with me easily, or I may just find something that even you aren't invulnerable to."

"Or we could go with option three and you just surrender," a new voice cut in from above, and it was soon followed by a rain of arrows that exploded the minute they hit the area Creel was standing in. Looking to where said arrows had come from allowed Carol and Luke to see Hawkeye drop down next to them, his bow out and his hand already going for another arrow as he stared at where his most recent target was standing. "Carol, get Cage out of here. I'll deal with the metal man over there," Clint ordered.

"No way! I'm going to just leave you," Carol argued.

"That wasn't a suggestion, kid. Now go," Clint snapped just before he had to roll out of the way of a dumpster that was suddenly thrown at him from the smoke. After she had jumped aside as well, Carol blasted through the air and away from the alley after scooping Luke up in her arms, despite the large man's protests.

As he came out of the roll, Hawkeye instantly notched a new arrow and fired it right at the spot where the dumpster had been thrown from, and Creel was soon hit with several volts of electricity. Since the man was currently made of metal, it did hurt quite a bit, making Hawkeye smirk at his handy work, until Creel managed to get his hand onto the ground and changed from metal to concrete, relieving him of some of the pain and drawing a smirk onto his face once again. Hawkeye quickly notched another explosive arrow, but this time, Creel caught it in his hand and threw it away before it could explode. With that attack dealt with, Creel immediately charged in and slammed his currently-concrete hand into Clint's gut, knocking the wind out of the archer, and then delivered a haymaker to Hawkeye's head that knocked him out cold. Seeing that he had just beaten an Avenger made Creel's dark grin widen, and he then hoisted Hawkeye over his shoulder and carried him off to parts unknown to anyone but him, a new plan already forming in his head.

* * *

Carol had not bothered to look back after taking off with Luke, but after a while, she was sure that they had gotten well enough away from where Creel and Hawkeye had been fighting. This was mostly because there was a lack of any explosions from Hawkeye's arrows, but that could just as easily have meant that the fight was already over, and since Clint had not caught up with them yet, that would mean that it did not end well. Luke clearly believed it was the latter, as evidenced by the fact that he immediately rounded on Ms. Marvel once again after they had landed on a distant rooftop.

"I tried to tell you to stay the hell away from me, and now one of your Avenger pals is either dead or on his way to being dead because you didn't listen," Luke ranted.

"Okay, first of all, I'm not an Avenger…yet. I'm a student at their academy," Carol corrected. "Second, don't count Hawkeye out just yet. There's no way he'd be taken down so easily." Luke clearly was not going to buy that, if the fact he turned away with a huff was any indication, so Carol opted to change the course of their conversation before it got any more heated. The only problem was, there was only one line of conversation she could think of to pursue at the moment, and she was not sure if it was wise to bring it up. Still, if Hawkeye was hurt, then she definitely needed to know about this, so she took a deep breath to ease her nerves and asked, "Who was that guy anyway? It sounded like you knew each other."

Luke did not answer right away, but instead just glanced away for a moment, hesitant to answer. After doing so for several minutes though, he finally relented to the fact that he clearly had no other choice and let out a sigh of defeat as he sat down on the ledge to tell his story. "His name is Carl Creel, and we used to be friends back in the day. We'd always hang out at a local boxing gym until things went south and I got arrested, but to be honest, things had started going south long before that," Luke revealed.

"Does this have anything to do with why you were arrested," Carol hesitantly inquired.

"Try just about everything to do with it," Luke answered with a somber expression. "You see, my mom died when I was still a kid, so my dad had to raise me on his own. It wasn't easy, but I did everything I could to help make things easier for him. It worked for a while until one day my old man collapsed and had to be rushed to the hospital. I don't really know the specifics of what the doctors told me even now, but I did understand enough to know that Dad was very sick and needed surgery if he was going to live. The only problem was that we didn't have the money to afford the surgery, even with what little insurance we had. Hell, I'm surprised we were able to afford any insurance at all to be honest. Even if I had managed to get a job, there wouldn't be any way that I would've made enough to pay for the surgery in time."

As she listened to Luke's story, Carol was starting to get a better understanding of the guy, and she had a pretty good idea about where this was going. "Like with a lot of my problems, I automatically went straight to Carl to see if he had any ideas on what we could do. He did, but it wasn't exactly legal. Apparently he heard about someone hiring a lot of folks for a big job, and he figured that we could split the money. Even with half of his share, I could've paid for Dad's surgery, but I wasn't all that willing to agree. When Carl promised me that it was just a typical jewelry store robbery and that no one would get hurt though, I just crumbled and went with it. As it turned out though, that job wasn't a real job, but a test to see who was able to handle the actual job and future jobs, all being run by a local crime boss, namely one who had a history of smuggling drugs, guns, and other things like that. Knowing this, I immediately backed out, and when they didn't stop me, I figured that would be it. Man was I naïve, because the next day, the cops showed up at my door saying that they got a tip from someone that I had been smuggling illegal drugs; they had a warrant to search the place and everything. I just let them come right in, knowing that I didn't have anything to hide, or at least, that's what I thought, because they did find something: a huge bag of crap that was smuggled in by that same crime boss I had just turned down, all hidden away in my room. They slapped the cuffs on me right after that and carted me off, ignoring how much I tried to tell them that I'd never seen it before."

Luke paused for a moment to gather himself before continuing, clearly indicating how hard it was for him to reveal all of this. "I figured I'd serve my time, even if I had been framed, and spent just about every day praying that some miracle would come and save my dad, until Carl decided to pay me a visit. During that visit, he revealed that he was the one who planted the drugs in my room, said it was another test of loyalty, but I could tell that he would've done it regardless. I don't know if it was out of spite or some twisted sense of betrayal, but I really didn't care, and I still don't. All I know is that a guy who was supposed to be my best friend had set me up and left me to rot in a prison cell."

Now Carol was normally a calm, collected person under most circumstances, or at least as any typical teenager can be, especially when they had to spend every day with Janet and Sam, never mind Peter, but after hearing what Creel had done to Luke, she was definitely seething, right to the point where she would likely have leveled the entire block with her powers if she did not already have control over her energy powers. Fortunately, she managed to cool down enough to keep a level head, and then asked Luke her next question. "Is that why you got your powers? So you could get back at him?"

"No," Luke immediately replied. "Getting these powers was definitely never part of any plan I had. Like I said, I was willing to serve my time in Juvie, until one day, this scientist dude came in and said he was looking for someone to help him with some lab work, and whoever he took on would get an early bail. I figured that meant the typical stuff like cleaning beakers, taking care of lab animals, and that kind of stuff, and since I was still worried about my dad, I jumped at the chance. It wasn't until after he chose me and brought me to his lab that I realized it was just another stupid mistake on my part, because it turned out that when he said lab assistant, he meant guinea pig. I was a test subject for some messed up experiment, because who would really miss someone who had been locked up in prison, right? I think it was an attempt at recreating the super soldier serum that made Captain America. Next thing I know, I've got unbreakable skin and I'm seriously strong."

"How strong," Carol inquired.

"Strong enough to fight my way out and smash open a seriously thick, steel door, like the kind they use for bank vaults," Luke stated. "Once I was out of there, I just ran as fast as I could. I was already technically released from prison, but that didn't mean I was scared of what might happen to me now that I had escaped from those guys, and I only stopped running once I had gotten to a place where I could get some clothes and then to the hospital that my dad was in." This time when Luke paused, he adopted a look that made it seem like the weight of the world had just dropped on his shoulders in the worst way possible, and Carol did not have to wait long before finding out why. "When I asked to see him, the nurse told me that…Dad had died in his hospital bed about a month after I had been sent to Juvie. I didn't know what to do anymore, so I just ran, and I kept running until I was well out of the city and the state. At one point, I did stop so that I could have my name legally changed as a way to make a fresh start, but I never stopped after that until I got here. I wanted to make a new life as a way of repaying for what I had done and what I'd failed to do, but it looks like I just can't escape my past."

Carol did not know what to say to any of that. Hearing what Luke had gone through with Creel alone was bad enough, but to hear that the man had done so much for his dad, only to find out it had all been for nothing was probably the most heartbreaking thing she had ever heard in her life. After learning all of this, she could understand why Luke would want to escape from all of that, but that did not mean she could just sit back and let him run forever. "I get that what happened to you was bad, Luke, but no one can run from their past. They can only embrace what had happened and try to find a way to move forward. Running away from it is really no different from letting it control and consume you," Carol reasoned. She took a moment to let that sink in before she said, "A friend and fellow classmate of mine has this philosophy about power and the responsibility that comes with it, and people like you and me definitely have a lot of power. In my book, that means we have a responsibility to use our powers to make a better difference in the world, and I think that the best way for us to do that is by joining Avengers Academy."

Luke remained silent even after hearing that, clearly never having thought of this before now, and Carol did not say anything else to bother him. She just let him be as he thought things over, hopefully taking her words to heart, and they remained like that until the sound of jets reached their ears. Upon looking up, they were both shocked to see Iron Man fly in and then land on the rooftop they were currently seated on, and once he had, his helmet opened to reveal the face of the genius billionaire inside the suit. "Finally, I was beginning to think I'd never find you guys," Tony sighed in relief.

"Iron Man, is something wrong," Carl asked. She was already nervous since Hawkeye was not here with him, and Tony's response did nothing to ease her nerves.

"Afraid so," Tony stated. "I just got a message from Hawkeye's Avengers ID Card, and it wasn't from Clint. It was from the guy who you encountered earlier. He said that he wants us to hand Cage over to him and convince our boy to help him with whatever he's got planned, or Barton's gonna be the one to pay the price."

That was not good news at all, but instead of panicking like Luke expected her to, Carol's face just drew a determined look onto it and she asked, "Then why are we just standing here? We have to go help Hawkeye, and fast."

"Took the words right out of my mouth, Ms. Marvel," Iron Man nodded, his helmet snapping shut a minute later. "I've already tracked Clint's ID Card to a nearby gym in the city's slums. We can be there in no time."

Ms. Marvel nodded in reply to this and the two then prepared to leave when Luke suddenly stopped them both. "Hold up. I'm coming with you," the indestructible teen stated.

"Uh, how about no," was Tony's answer. "Look kid, whatever history you may have with this guy will just make you a liability here, and besides, he's now targeted one of our students, and attacked and captured an Avenger, so guess whose problem that makes this?"

"Creel's doing all this to get to me, and if you show up without me, there's a chance that he won't be all that merciful to Hawkeye," Luke pointed out. "Besides, it's time I stopped running from my past, and started facing it."

Tony was still hesitant about this, but Carol on the other hand could not help but smile at Luke's words, and as such, she turned to her teacher and said, "Mister Stark, he can help, and he needs to do this. Please."

Iron Man looked between the two teens for a minute before he finally relented. "First off, I've told you to call me Tony, and second, if we're going to bring him along, we'll need a plan of attack."

"I've got something in mind," Luke said, cracking his knuckles in eagerness with a small smirk on his face.

* * *

If Creel was to be honest with anyone, which is very rare mind you, things were definitely not going the way he planned. Yes, he managed to lure his old pal Carl Lucas out of hiding by staging a few incidents that would draw attention from someone as soft as Lucas or any hero type, and yes, he was going to reveal his powers to Lucas as a way of showing that he had a strong chance of being able to hurt the kid now, but taking on the Avengers, and even going so far as to capture one was not on his to-do list. That does not mean he was not stoked over the fact that he had done both of those things. Sure, the Avenger in question was Hawkeye, who was considered as one of the weakest members of the team, but the fact that he had defeated and captured an Avenger at all still remained the same. Now all he had to do was wait for the little Junior Avenger and whoever else came with her to show up and turn over Lucas to him, pull the job he had come here to do in the first place with his old pal, and he would be on his way to big time before you knew it.

The only downside to his plan at the moment was that his hostage would not shut up. "I'm just saying, attacking an Avenger is not really a bright idea, and the fact that you used my ID card to send your message…you do know that Iron Man could find you just with the background noise of a phone call, right? Seriously, Stark is that smart," Hawkeye continued to mock as he struggled against the chains that were wrapped around him. "Basically, you're not going to walk away from this in one piece, kid, if at all. I'd really start praying that they don't call Hulk in for backup if I were you."

"They won't if they want to meet my time limit," Creel snarled.

"What time limit? You never gave them one, genius," Hawkeye pointed out.

Creel was about to argue that he did when he realized that Clint was right. All he had said in his message was to bring Lucas to his location or the Avengers would need to look for a new archer; he had completely forgotten to mention that they had until dark that day. Creel could only face-palm at this realization, drawing a smirk from Hawkeye as a result. "You're really not that good at this, are you? What, is it your first day making demands in a hostage situation or something," Hawkeye mocked.

"If you don't want to get a face full of steel, you'll shut your damn mouth right now, Robin Hood," Creel snarled.

Hawkeye just rolled his eyes at the insult, and was about to point out its lack of originality when the doors suddenly swung open with a bang, allowing entrance to Luke Cage himself. "All right, Creel, I'm here. Now let Hawkeye go," Luke shouted.

"Not likely. Walk over here and shake on it, and then I'll let Arrow-Boy out of here," Creel stated.

"You really think I'm gonna trust you after you set me up," Luke demanded.

"Hey, you left me no choice. It was either that or I was gonna end up behind bars, and I had no intention of going to jail," Creel argued.

"So you left me to take the fall. There was a time that would've surprised me, but not anymore," Luke said with a hard glare.

Creel was nearly seething at this point, but he quickly quieted his anger and adopted the closest thing he could manage to a pleasant expression and offered, "Just get over here, shake on our little agreement, and we'll put everything behind us. It can be just like old times, Lucas."

Luke did not say or do anything at first, but eventually, he slowly walked over, drawing a disbelieving look from Hawkeye and a smirk from Creel as he did. When Luke was right in front of Creel, he extended his hand to him in offer of a handshake, which Creel easily accepted, only to shout in pain as Luke started to crush his hand in his grip. "Those old times are long gone," Luke snarled at Creel, and he then tossed Creel across the room with one arm easily, sending the element-changing man into a distant wall of the gym. "And by the way, the name is Luke Cage."

Creel started to rise up again, his hand already going for the concrete in the floor so he could change his body into said element, when Ms. Marvel came crashing through the window, and hoisted him up into the air with one hand. Once they were high enough, Carol bashed him back down to the ground with a punch from her free hand, and the criminal made a small crater in the floor when he landed. Iron Man then joined in seconds later with a quick repulsor blast to punctuate his arrival, and Creel was easily thrown across the room by said energy blast. While that was going on, Luke easily managed to reach Hawkeye and free the archer of the chains that were binding him, allowing Clint to retrieve his quiver and bow so that he could lend a few explosive arrows to the fight. Unfortunately, Clint's attack ended up knocking Creel over to the old punching bags, and he quickly absorbed the metal of the chains that would have held them up so that he could change from concrete to metal.

That did not deter the heroes though, as Carol and Iron Man quickly fired a pair of energy blasts at him. Somehow, Creel was able to withstand the attacks, but Hawkeye prevented him from charging the two with an electric arrow that sent several thousand jolts through him. Seeing Creel was slowed down gave Luke a chance to charge in and retaliate against his former friend with a powerful punch that sent Creel through the wall and out into the street. The heroes immediately chased after him, and all trained weapons, energy blasts, or fists on their opponent as he started to stand once again. Creel just glared at all four of the people in front of him before he settled his gaze upon Luke at last, the heat of his glare intensifying vastly when it did.

"You really think you can run forever, Lucas? You're no hero; you and I both know that, and you'll never be one either. Once a crook, always a crook," Creel promised.

Luke just stared at Creel for a minute until he finally said, "Maybe Carl Lucas couldn't have ever been a hero, but I think that Luke Cage stands a pretty good chance. Besides, I'm not running from anything anymore."

Creel snarled at Luke in response, and was about to jump the kid again when a pair of repulsor blasts and another energy blast knocked him back down, rendering him unconscious. With their enemy down and out, Carol turned to Luke with a small smile and said, "Not bad, Cage. You've definitely got a much better chance of being a hero than you think."

"Thanks, but I don't think I can do it on my own," Luke shrugged.

"Meaning," Clint prompted.

Luke just glanced between the three until he finally asked, "Is there really a place open for me at your little hero school?"

The three could only smile in response to this, and a matter of minutes later, Tony and Clint were talking about all the necessary details that Luke would need to know before they departed for Avengers Academy, while Carol called for a SHIELD team to pick up Creel.

* * *

A few hours later, Creel was locked up in a SHIELD transport on his way to a maximum security prison that would, hopefully, be able to hold him, with a team of SHIELD agents standing guard over him for the trip. The man barely paid them much mind beyond an occasional growl or glares to keep them on edge, and spent the rest of his time making promises of revenge against Luke Cage and the Avengers. Sure, it might be a little presumptuous of him to think he could get even with all of them on his own, but he did not care. No one humiliated him like this and got away with it, and he intended to make that perfectly clear the minute he got the chance. What he could never have expected was for his chance to come sooner than he would have expected.

A second sooner than anyone was expecting, the transport came to a stop, much to the confusion of his guards, and when they went to ask what was going on, the pilot suddenly pulled out his sidearm and shot both of them, much to Creel's surprise. With both guards dead, the pilot walked over to the transport's exit and opened the hatch, granting entrance to a familiar, green haired woman that Creel had only heard about in news reports and rumors. "Carl Creel," Madame Hydra inquired.

"Yeah, who's asking," Creel demanded.

That seemed to put him in bad graces with the female Hydra Leader, as she was instantly scowling when she replied, "Someone who can just as easily leave you to rot in a SHIELD prison as she can grant you a chance at revenge on the ones who left you in this position. Think very carefully about your next response."

Creel was not an idiot, because he would have had to have been to miss the fact that Madame Hydra was not just making a threat; she was making sure it was clear that it was a promise if he did not tread carefully. "What exactly do you want with me," Creel cautiously asked, doing his best to not sound insulting or rude.

"I want you for a little team that I'm helping HYDRA put together for one simple purpose: destroying the Avengers and their little school of junior heroes," Viper replied.

That brought a dangerous smirk to Creel's face, and made his response all the more easy. "Where do I sign up?"

Madame Hydra returned his smirk with one of her own as she replied, "You already have, my young Absorbing Man."

* * *

Meanwhile, back at Avengers Academy, Spidey, Falcon, and Wasp had just finished up with their last class for the day, and were on their way over to Club A to hang out for a bit before Spidey went out on his usual patrol. The thing that Peter found entertaining in this little walk was that Sam and Janet were actually arguing over which one of them should get to go with him this time. It was not that Peter did not want to go alone or anything, but Janet had made it perfectly clear that she was not going to leave the web-swinger to go out and fight bad guys by himself now that he was a student at Avengers Academy. Well that, and there was also the fact that he did not even have a Learner's Permit so he could not drive into the city himself, and the size-changer among them did have a point when she said that driving over there did save him quite a bit of webbing, a fact he discovered after he actually did web-zip from the Academy grounds to the city limits just a few days ago. Eventually, the two decided to settle the argument in the good old, never-fail fashion of a game of Rock-Paper-Scissors, but so far, they each kept tying, and they were just about at the campus club.

"Rock, paper, scissors, shoot," the two shouted once again, only to find that they both ended up with scissors once again.

"Ah come on," Janet whined. "That's like the hundredth time in a row."

"Actually, that's just the tenth," Peter corrected, drawing looks from both of his two friends. "Yeah, I've been counting. I gotta do something to keep myself entertained while you two do this, and just watching would've been boring."

The two just put that aside for the moment, and prepared to go again, when they all heard the sounds of a jet engine overhead. The three looked up to see a Quinjet coming in to land in the Campus Hangar, and the game was immediately put on hold so that Janet could race over to the entrance to start badgering Carol about how her mission with Iron Man and Hawkeye had been. Peter and Sam both followed after her at a more sedated pace, but they still ended up being just as surprised when they saw that Carol was not the only teen in the group that came out of the hangar. Accompanying the group was a tall, black boy who seemed to tower over both Sam and Peter, decked out in dark jeans, a yellow shirt, a black jacket, and a black hat, and despite his large size, he had a hesitant yet still pleasant look on his face.

"Well, safe to say we won't have to worry about introducing you to the rest of your classmates," Tony remarked as he joined the others. "Everyone, meet your new classmate, Luke Cage."

Luke glanced around at the three before he finally asked, "Wait, this is it? You guys are the entire student body of Avengers Academy?" When he received nothing but nods in response, he looked to the two Avengers and said, "Not much of an academy."

"Hey, we just opened not that long ago, and we're still in the process of recruiting. Besides, do you have any idea how hard it is to know exactly who's either an enhanced or a person with impressive tech, and who's a mutant," Clint immediately poised in their defense.

Luke said nothing in response, leaving that as a sign of his acceptance, and was soon getting the introductions to the other heroes-in-training from Wasp. "Hi Luke. I'm Janet, aka the Wasp. You've clearly already met Carol, and that's Sam, the Falcon, and Spider-Man."

"Wait, what," Luke exclaimed at that last one, and he was instantly making his way over to the resident web-head. "U-um, it is an honor to meet you, sir, Spider-Man, sir."

That surprised everyone a little, but Spidey easily shook it off as he accepted the handshake the larger boy was offering and said, "The pleasure's all mine, Luke, but you can just call me Spidey. None of this 'sir' stuff. Makes it sound like I'm one of the teachers."

"Considering you're expertise on real-life street-crime fighting, you might as well be," Sam pointed out.

"Which is just one more reason why I can't help but respect ya, dude," Luke stated. "You've really done an awesome job at keeping my hometown safe."

"Wait, you're from New York," Janet asked.

"Originally, yeah," Luke shrugged.

"Really," Spidey smiled. "Where exactly?"

"Harlem," Luke easily replied.

Spidey smiled a bit with a chuckle and said, "Queens."

Luke nodded in reply to this before he suddenly realized something. "I'm shaking your hand too long, aren't I?"

"Maybe," Peter shrugged as the big guy finally released his hand.

"Yeah, this is definitely going to be awesome," Luke muttered softly.

As Janet looked him over, she found a million questions running through her head, but only one really mattered to her at the moment. "So, what's your codename?"

"My what," Luke asked.

"You know, the name you go by when you're doing hero stuff," Janet explained. "Like how I'm Wasp, Sam's Falcon, Spidey's…well, Spider-Man, and Carol is Ms. Marvel."

"I…actually don't have one," Luke admitted.

"Well, shouldn't be too hard to think of something for you," Janet noted. "What're your powers?"

"I'm strong and I've got unbreakable skin, meaning I'm invulnerable to even bullets."

"Well, sounds like you're a serious powerhouse," Janet noted.

"Gonna be a little tough coming up with something good for this man," Peter added, before his eyes widened a little. "Power Man."

"Hey! I was gonna say that," Janet whined.

"Gonna have to be quicker on the draw from now on, Jan," Sam teased, while Carol just smirked knowingly at her friend.

"Power Man…I could get used to that," Luke admitted with a smile.

With his hero-name now given, Tony and Clint lead the newly dubbed Power Man off to get him fully registered and through the campus tour, leaving the other four to go about their usual business. Before Janet could start questioning Carol on what happened though, the blonde noticed that Sam was carrying a certain box under his arm, and there was only one reason she could think of for Sam to be carrying a box like that around campus with him. "Are those some of your mom's cookies," Carol immediately demanded.

"I might've managed to save you at least one," Sam admitted with a sly smile. He instantly pulled the box away when Carol reached for it, and asked, "What's it worth to you?"

Carol gave the jetpack using teen a hard stare before she said, "I won't use my energy blasts during any of our training races for a week."

"One month," Sam countered.

"Three days."

"Three weeks."

"One day."

"Two weeks."

"Deal."

"Deal."

With their terms settled, Sam offered the box to Carol, and she immediately dived in to retrieve the promised delicacy, drawing laughs from both Peter and Janet at their antics. All-in-all, today turned out to be pretty good for the heroes, and one could only hope that these good days would last for a while before any storms started to roll in.

* * *

 ** _AN: Well there you have it. I know it wasn't exactly all that much in regards to the supervillain fight, but this chapter's main focus was to introduce some of the wackiness that happens on campus (ie. when Sam brought in his mom's cookies) and to introduce our newest characters for both the hero side and the villain side. I wanted to keep each student's character as close to their typical origins as realistically possible, and for Luke Cage, that was actually rather easily done. I just had to tweak one or two details, and add in some history with Absorbing Man, and here's the results._**

 ** _Spider-Man: Hey, did anyone else catch that little thing between me and Luke at the end? It seemed kinda familiar._**

 ** _AN: Well it should. Part of that was something I consider as a little tribute to your dialogue/fight with Cap in Captain America: Civil War. If you've seen the movie, which I still think is awesome despite the somewhat sad ending (emotionally speaking, not rating just so we're clear), then you know what part of that awesomeness I'm talking about._**

 ** _Also, I know that not much happened in this little mission, but this is just to show how things would normally go if they worked out in an ideal fashion. So similar to how Spidey was recruited but still different all the same. Plus, I wanted to have the team go a reasonable distance to meet Luke, so that's why they did not find him in Harlem but in another state. And yes, I'm well aware that I seem to be making a habit out of making these characters lose a parent or two, or even their entire families, but come on! Give me a break, here. These comic book heroes don't really have the most happy of origins. Then again, these days, it seem pretty rare for a hero to have an origin without losing someone very important to them._**

 ** _Falcon: No kidding. Naruto losing his parents before he could even know them, Anakin Skywalker and his mom, or Luke Skywalker and his aunt and uncle, Rey from Star Wars: The Force Awakens and her own loss, including the fact that they lost Han Solo..._**

 ** _Ms. Marvel: They get it._**

 ** _AN: Moving on, yeah, I did indeed get the idea for Falcon getting cookies from his mom from the Avengers Assemble series. I just thought it was a really good idea that could work here and it was kinda funny, so why not?_**

 ** _I guess that really covers everything except for one last thing. One last thing that we're going to now. Onto the Preview!..._**

 ** _What starts out as a normal day takes a turn for the odd when Sam finds himself with trouble focusing. The reason, the one fatal weakness of nearly all teenage boys: a girl, and a very lovely one at that. Just who is this mysterious maiden, how has she captured Falcon's attention so easily, and are her intentions as pure and honest as they seem, or is there something else lurking beneath the surface of her otherwise cool persona? Discover just who's on the prowl and waiting to sink their claws into our resident, winged flier, and if Sam's classmates can discover the truth before it's too late, next time, as the adventure at Avengers Academy continues!_**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


	6. Venomous Love

_**AN: Hello all! Sorry for the long wait, but keep in mind, I do have other stories to work on, and these stories that are mostly original content, like this one here, take a bit more time to update than the others.**_

 _ **Spider-Man, and there's also the fact that you're super excited about my newest movie, right?**_

 _ **AN: OH MY GOD, YES! THAT WAS AWESOME! No, no wait, it was amazing! Spectacular! Sensational! I'm not just saying that to be funny, I really mean it! For those of you who are unaware, I'm talking about the newest and greatest Spidey movie to date, Spider-Man: Homecoming, which again, is the greatest Spidey to date! The funny moments, the story, the characters, the tie-ins to the larger MCU, it was just...WOW! So cool!**_

 _ **Janet: You say that like you've just seen it today.**_

 _ **AN: Actually, I just saw it yesterday for the second time, and I still haven't been satisfied! I'm so going to see at least one or two more times while it's still in theaters! And that's not the only big news we've recently received that has me excited, though this next piece is more in regards to my fellow Kingdom Hearts fans.**_

 _ **For those of you who don't already know, a new trailer for Kingdom Hearts III has recently been released, announcing that said game will be released in 2018 (hopefully, seriously please let this be true, I'm not sure how much longer I can wait after that trailer!), along with a new world. Said world is none other than the world of the greatest Disney &Pixar movie series, Toy Story! [squeals like an excited fan girl meeting her favorite celebrity] This is the coolest thing I've ever seen! First we saw them coming into Andy's room, and-and-and then Sora, Donald, Goofy, and the Heartless were all in toy-forms of themselves, and they met Woody, Buzz, and the others, and then they agreed to team up with Woody and Buzz so they could stop the Heartless, and Sora shook hands with Woody, and...[squeals again]**_

 _ **Luke: Whoa man, calm down before you kill yourself with your excitement. Don't we still have some reviews to answer?**_

 _ **AN: Right, right. [takes a deep breath] Okay, I'm calm. Sorry about that. It's just that, I'm a huge Toy Story fan. I mean, those movies are my childhood and my entire life growing up so far. Especially since Toy Story 3 came out the same year that I was going to first start college. Anyways, moving on to review answers:**_

 ** _First, in response to "616mcu", yes, there will be an encounter with the Xavier Institute after we get all of the main focus students enrolled in the story, but that's still a ways off, and I don't want to give too much away about that._**

 ** _Next, I'd like to address the matter of a student suggestion by "mastergamer14", namely the one regarding Ava Orlova, alias Red Widow. I really like the idea of, as you put it, a teenage Black Widow, so she's definitely going to appear later on in the story. Maybe not as one of the main-focus students, but she does have a chance of moving up to that level later on down the line._**

 ** _To everyone who offered ideas for other students, let me start by saying that Iron Fist will eventually join up, but will most likely not be a main-focus student. Though he will be friends with Luke, so you don't have to worry about that, and that will help move him up to main-focus level. As for all other suggestions, as I've said before, they will be taken under consideration, though some may end up going to other schools in this story's continuity, such as Xavier's, or even to a school that's dedicated to Marvel's magic users, which will be run by Doctor Strange. You'll find out more about that later on._**

 ** _Now, enough waiting around. It's time to reveal who the femme fatale that's causing trouble in this chapter is. Off to class everyone!_**

 ** _Carol: Anyone else feel like it's a little weird saying that when it's currently summer time at the time that this chapter is posted?_**

 ** _AN: Not for anyone who's in college or summer school..._**

 ** _I do not own anything from the Marvel franchise or any other franchise mentioned in this story._**

* * *

 **Chapter 6: Venomous Love**

In the weeks that had passed since Luke had joined the academy, things had fallen into a new sort of normal routine. After getting his physical from Doctor Pym, Luke discovered some more exact numbers to his strength limits, and he was now determined to break those numbers by getting stronger. He figured that he could be a better hero if he was able to up his strength a little more. Aside from that, the only real development was how Janet once again convinced Peter to reveal his real first name to Luke. The web-head had tried to argue against her, but in the end, she still won out. He was beginning to think that maybe he should just stop trying to argue the idea with her and only keep it a secret if she believed that he should, or if he had a really legitimate reason that he could explain. After Luke had gotten accustomed to life on campus and the routine of classes, the big guy was eventually joining Spider-Man on his patrols of New York same as the others, but only after Janet had finished fixing up a superhero suit for him. In a nutshell, the suit consisted of a sleeveless yellow shirt, black pants with a silver metal belt, silver plates around his wrists, yellow boots, and sunglasses. It may not have seemed like much, but it definitely seemed to work as a uniform that was suitable for Power Man.

Beyond those occurrences, life was pretty much as normal as it could get for the Avengers students. They all attended classes, got together for study groups, hung out at the campus club, Club A, and went out to the city on occasion, be it for one of Spider-Man's patrols or just for the fun of it. Though they did make sure that Janet drove as little as possible, especially once they found out that Luke had his license as well. That normal routine was soon broken on the night when Peter, Luke, and Sam were all out on such a patrol, though not in a way that most of them would have expected.

It had started out a simple corner store robbery, nothing too extreme, or that was beyond what the three could handle. In point of fact, Power Man and Spider-Man were able to get most of the work done on their own, until one of the crooks managed to slip past them and tried to make a run for it. Thinking quickly, Spidey had radioed Falcon so that the jetpack-using teen could intercept the runner, but for some reason, Sam did not respond or even move to take any action at all. Spidey repeated his call a couple more times, thinking that it might be a problem with their tech at first, but when he only received the same results, he took matters into his own hands and chased down the escaping criminal himself. The criminal was soon tied up in webs along with his cohorts, but that still did not change the fact that something had happened with their friend and teammate, and Spider-Man and Power Man made it a point to get to the bottom of just what that was.

When they went up to the roof where Falcon was supposed to have been, they were shocked to discover that he was not even there, but instead, he was actually sitting down at a table just outside a nearby coffee shop. Thankfully, he was wearing his civilian attire, but the question as to why he was there and not where he was supposed to have been still remained, so Peter and Luke dropped down to an alleyway, quickly switched into their own civilian attire, and raced over so that they could corner Sam before he had a chance to slip away.

"Hey man, what the hell are you doing," Luke demanded, not wasting a second to get to the point.

"I'm having a drink, what does it look like," Sam replied, raising the coffee cup up for the two to see.

"Yeah, we got that part," Peter replied, wrinkling his nose a little at the scent of coffee. He was not a very big fan of the drink, himself, being one of those folks who preferred a cup of hot chocolate over coffee any day. "What he means is, we called for you to back us up earlier and you didn't answer. What gives?"

"Uh…You did? Sorry about that guys," Sam stuttered, glancing between his friends and the coffee shop nervously. "Listen, I'll make it up to you guys, but can we talk about it later?"

"No! We're going to talk about it now," Luke insisted. "I was under the impression that we were supposed to be a team and look out for each other, so I want to know what was so important that you decided to go and ditch us right in…"

"Hey, sorry to keep you waiting," a new, distinctly female voice interrupted, drawing all three boys' attention towards the speaker. The minute they did, they were all greeted to the sight of a woman who looked to be about their age with long, raven hair and fair skin, dressed in a white long-sleeved crop top over a red top, with a brown belt around her waist which had a gold spider-shaped buckle. To round out her outfit, she also sported black pants and brown boots, while a pair of sunglasses was adorned on her face, no doubt hiding a pair of captivating eyes. When the woman noticed Peter and Luke, she seemed to tense a little bit, but instantly relaxed a little and asked Sam, "Oh, are these some of your friends?"

"Uh yeah. This is Peter and our newest classmate Luke," Sam shyly nodded with a slightly goofy smile, earning a pair of raised eyebrows from both of the other two boys.

"Nice to meet you. I'm Jessica, Jessica Drew," the woman introduced herself.

Luke and Peter both nodded in reply after exchanging a quick handshake, but the latter could not help but pause for a minute when he shook hands with her. "Have we met somewhere before," Peter asked.

"I don't think so," Jessica replied. "I'm pretty sure I would've remembered someone who wears sunglasses at night."

"Said the pot to the kettle," Peter pointed out with a smile, earning one from Jessica in return. "But still, there's something about you that feels…"

"Familiar? Yeah, I was just thinking the same thing," Jessica admitted. The two relinquished their grips on each other's hands after they noticed Sam throwing a pointed look in Peter's direction, and Jessica quickly revealed, "I'm sorry if I took your friend away from whatever you guys were doing, but I saw him nearby and thought he looked cute, so I just had to ask if he could spare a minute to share a cup of coffee with me."

"Oh, I get it now," Luke nodded with a sly smile in Sam's direction.

Sam just rolled his eyes in response to his friend, and excused himself from Jessica so he could talk to the others in private real quick. The minute they were out of earshot though, Sam lost any chance of getting the first word in. "Looks like being the only guy at the academy paid off after all. Either that, or you're just that good," Peter teased.

"Yeah man, how come you didn't tell us you had game," Luke piped in.

"Shut up guys, it's no big deal," Sam waved off. "Look, I just ran into her as I was going to change into my suit, and well, I couldn't say no to her after she asked. Then we got to talking and well…"

"All right, we get it. So do you want us to leave you to your lady," Luke asked.

"That would be appreciated," Sam nodded.

"Just make sure you don't stay out too late. Remember, we are under a curfew after all," Peter pointed out as he checked his phone for the time. When he saw what time it actually was, he quickly amended, "One that is at least an hour away, which means I've gotta get back now."

"Why," both of the other two asked.

"Because I promised Janet that I would help her study for the upcoming physics quiz tonight, and I'd rather not be caught in her room after curfew," Peter informed them.

"Sure you wouldn't," the other two replied sarcastically with a roll of their eyes and knowing smiles.

"What's with those tones," Peter questioned.

"Nothing." Even though they said that, it was clear that Peter and Janet were more interested in just hanging out together than they were in actually studying, even if they were going to be doing just that. In fact, the only thing that was more obvious was the fact that their feelings went beyond just friendship, or at least it was to everyone other than Peter and Janet.

Peter knew that his friends were thinking a lot more than what they said, but he just figured it would be better to ignore it for now and just headed off to the car that they had taken into the city, with Luke following behind him after he gave Sam a slight nudge and a wish of good luck with Jessica. When he saw that his friends were finally gone, Sam took a deep breath to compose himself and immediately turned to head back over to where the lady was waiting. "Sorry about that. Just had to ask my pals if they could cover for me at the school in case someone asked why I didn't come back with them," Sam apologized.

"Hey it's no problem," Jessica waved off, brushing her hand against Sam's when she did. "After all, we've got all night to hang out."

"Well, I don't know about that. I do have to get back before curfew. Otherwise, I'm probably going to have to deal with Miss Romanoff," Sam informed her.

Jessica pouted a little at that, but then ran her hand up Falcon's shoulder and scooted a little closer as she said, "Do you really have to leave that soon? I mean, I think it would be a lot more fun to just hang out on the town without a care, don't you?"

Sam tried to say that he would if he could, but for some reason, he found himself unable to say anything in protest. It was like there was something in the air that was keeping him from thinking straight, but at the same time, he was too entranced by Jessica's face as she batted her eyes at him with a sultry look to really care, so he just shrugged it off and said, "Well…I guess it wouldn't be too bad if I was out a little past our curfew."

That response got Jessica beaming in delight, and the two just continued on with their little, impromptu coffee date like nothing strange had ever happened at all, while the entire time, one of them was cooking something up in their mind that was not likely going to mean very good news for the other.

* * *

The next day, Sam did not show up for first period at all. In fact, no one even saw Sam until after their second period class was almost over, much to everyone's shock. The only thing that was more concerning was how he seemed to be extremely tired, almost as though he were barely even half awake. This did not go unnoticed by either the staff or the students, and as a result, Black Widow sent Sam to see Hank seconds after he had walked in the door. When the Falcon had left, Peter and Luke exchanged a small look between themselves, both having a strong hunch as to what the real reason was, and the exchange did not go unnoticed by either of the girls. Afterwards, the two constantly pestered both the spider-powered and the indestructible boys all the way to the mess hall to tell them what they knew, even after Sam had showed up, not looking any better than he had before.

"Hey, you okay there Birdie," Carol asked, thinking that she could provoke a small reaction out of him by using a teasing nickname.

"Yeah, I'm fine," Sam shortly replied.

That got everyone's attention, as Sam was usually never that short with anyone, and it prompted Peter to ask the question that he and Luke were both intending to ask. "Dude, how late were you out last night?"

"I don't know," Sam shrugged. "Pretty late, I guess."

"Man, what'd that girl do? Take you on a sightseeing trip that covered half the city," Luke asked, forgetting for a moment that the girls were at the table with them.

"Wait, what're you talking about? What girl," Janet asked.

Sam was now much more awake, or at least he was awake enough to throw a glare in Luke's direction while the bigger man raised both hands in apology, leaving Peter to try and throw the two off. "Uh, nothing. We weren't talking about anything regarding any girl," Spidey nervously insisted.

Janet was not having any of that though. "Nice try, Pete. Now what girl was Luke talking about?"

"I…I know nothing about any of what you may or may not be referring to," Peter stuttered.

"Peter, do I have to come around this table and ask you again," Janet asked.

"NO! I mean, no, there's no need for that, because there's nothing to reveal," Peter insisted, but anyone could tell that his resistance was beginning to fail.

Janet caught sight of that too, and she was soon leaning forward and giving Peter a soft, gentle look that hid an otherwise devious ploy. As in that look a girl would give a boy when she knows he's trying to keep something from her and wants him to spill it. "Peter, would tell me what you're hiding," Janet asked in a cute tone that almost hid the fact that she was not really asking a question.

"We're not hiding anything. Why would we be? After all that's just…that's just crazy," Peter stuttered, clearly trying to resist. Though Janet caught how his gaze shifted over to Sam while the jetpack using Avenger student muttered for him to keep his mouth shut.

"Peter, could you please tell me," Janet asked, her tone sweetening even more, and at that point, Carol knew how this was going to end. When Janet said please, Janet always wins. It never failed, and it was not going to start failing today, because Peter was now struggling to not say anything at all. "Pretty please, Peter?"

"Sam met a girl last night and they hit it off," Peter finally exclaimed in defeat, surprising both Carol and Janet.

"WHAT, REALLY," the girls both exclaimed, and they instantly spun towards Sam, silently asking him to confirm if this was true or not.

"Traitor," Sam muttered under his breath. Seeing that there was no getting around this, Sam just sighed in defeat and said, "Yeah, that's what happened. Her name's Jessica Drew, and she's just…wow! I've never met anyone like her."

At that point, Janet was squealing like a fan girl while Carol just smiled widely, though for some reason, everyone felt like the blonde's smile was a bit forced. Either way, it did not matter, because the very reason why Sam was not too eager to tell the girls about this was happening: Janet was making even more of a big deal out of this than was probably necessary, talking a mile a minute about how she could not wait to meet the woman who had stolen Sam's heart, as well as Carol's guy (that one earned her two glares of annoyance from both Sam and Carol), and asking for him to tell her every single detail of what had happened. Luke and Peter both continued to throw apologetic grins at their friend as this was going on, because Sam was throwing them both glares that promised he would get them both back for subjecting him to this torture later on.

Eventually, Sam managed to get Janet's excited response to calm down and stop, and when he did, Peter could not help but pause for a minute and start sniffing the air for some reason. After doing so for a couple more seconds, he leaned over to Sam to sniff a little more, making Sam feel a little uncomfortable. "Uh, what're you doing, Peter," Sam asked.

"Are you wearing cologne or something, Sam," Peter asked, avoiding the question while simultaneously giving a partial answer.

"No, why do you ask, and what does that have to do with why you're sniffing at me like a dog," Sam questioned again.

"You mean, you can't smell it," Peter asked, getting a negative nod in response. When he asked the others and received similar replies, Peter said, "You guys really can't smell it? There's some kind of weird…I don't know, odor or something in the air, mostly around Sam."

The others took a minute to take a whiff of the air, creeping Sam out a little as they did, until Luke finally caught wind of said odor, but when he did, he suddenly found himself feeling a little dizzy for some weird reason. Thankfully, he was able to catch himself before he fell out of his seat, but it still took a few minutes or so before he was able to shake it off completely. "I don't think you should use whatever brand of cologne you're using if it does things like that to people, Sam," Luke informed his friend.

"Except I'm not wearing cologne," Sam insisted.

"Hey, there's nothing wrong with wanting to do whatever you can to impress a girl, but Luke might have a point on that, right Carol," Janet added in.

Carol did not say anything at first, but when she did realize that Janet was talking to her she quickly said, "Oh, yeah, sure. Just, keep that in mind for the next time you go out to see…what was it? Veronica?"

"Jessica," Sam corrected.

"Whatever," Carol shrugged, tightening her grip on the table as she did. What she did not realize was that she was leaving quite the impressive dent in the table in the impression of her hand as she did, and they were pretty sure that she continued to remain unaware of this as she stood up and excused herself so that she could head for the next class early.

"Wow. Somebody's jealous," Janet remarked.

"Of what? The fact that I got a girlfriend before she met a nice guy," Sam asked.

"Hey, what're we," Luke asked as he indicated himself and Peter.

"Classmates," Sam easily replied.

"So, when are you going to see Jessica again," Janet asked.

"Tomorrow night, actually," Sam revealed. "I'm taking her out to the movies and maybe dinner as well. She said she's new in town so I want to show her all of the best hot-spots."

"Maybe you should invite Peter along for that. After all, he knows this city like the back of his hand," Janet suggested.

"No thanks. I have no interest in being a third wheel thank you very much," Peter answered for Sam.

"Well then, how about I come too? We could totally make it a double-date," Janet suggested. When she realized what she just said, her face gained a slight dusting of pink, and she quickly back-tracked and said, "Not like an actual double-date, because that would mean you and I would be going out too. Which wouldn't be a bad thing! But we're not, so…

"Uh…yeah, it wouldn't be an actual date-date, so it wouldn't really count as a double-date. M-more like a date and two friends tagging along," Peter added, not knowing how strange that sounded until after he had opened his mouth.

"Or you guys could just trust me to know what I'm doing and leave well-enough alone," Sam cut in, almost sounding like he was close to snapping at the two, much to their surprise.

"Hey man, chill, they were just offering to help out," Luke pointed out.

"And I appreciate that, but I promised Jess that it would just be the two of us, and considering how a certain pair of people interrupted us last night…"

The three got the hint and backed off after that, electing to finish the rest of their lunch with the usual tidbits of conversation afterwards. Still, the fact that Sam was being so snappish at them for Janet's suggestion, even if it was not by that much did leave a bit of a worrisome feeling in their guts for the rest of the day. In the end, they figured that it was probably just because he did not get enough sleep last night and decided to see if he was doing better the next day. After all, anyone would be feeling a little out-of-sorts when they did not get enough sleep.

* * *

Sam was not better by the next day, or even the day after that. In point of fact, it seemed like he was only getting worse as the days went by. Nearly a week had passed, and for the most part, it seemed as though the Sam that everyone knew was slowly disappearing. He was always tired, his temper was a lot shorter, and sometimes, he would snap at someone just for saying hi to him. It did not escape anyone's notice that it would often be at its worst when it concerned Jessica. Bringing her up sometimes seemed to be a good way to calm him down, but if one did so too much, he would always suddenly start to get extremely heated to the point where it looked like he was acting like an extremely jealous boyfriend. You did not have to be a rocket scientist to figure out that there was some sort of connection between Sam's sudden change in behavior and the mysterious woman that had apparently stolen his heart, or so it seemed, but the problem was that no one was really sure how to approach him on the subject due to what happened the last time someone tried talking to him about her.

Said someone was actually Peter, and it was nothing too big really. The guy had just been trying for a casual conversation after he caught up with Sam on the way to lunch. Peter figured that he might be able to draw a bit of a friendly conversation out of Sam, even though the guy was in an agitated mood right now, so long as he played his cards right. "Hey Sam," Peter greeted, only receiving a grunt in reply. "So how was your last date with Jessica?"

"It was great," Sam replied.

When he did not add anything else, Peter figured that he should test the waters and see what happened. "What'd you guys do? Stroll in the park? Go to the movies? Stargaze? Actually, I know you didn't do that last one. It's kinda hard to stargaze in New York."

"None of your business, Web-Head," Sam snapped, his fists tightening a little.

"Hey man, chill out. I was just asking. I mean, you are spending a lot of time with her, so I figured it wouldn't hurt to…"

Peter did not get any further than that, because a second later, Sam had grabbed Peter by the front of his shirt and slammed him up against the wall as he glared holes through Peter and the wall behind him. "Guess what? It's gonna hurt a lot. For you," Sam snarled.

Now, Peter was sure that this was just Sam's anger talking, after all, he did have a tendency to talk a little too much (case and point from when just about every Avenger who taught gym class any day would tell him to lay off the quips and jokes a little whenever he was sparring), but when the guy unfolded one of his wings into attack mode, he was no longer sure of anything at all. He was really hoping that Sam would just hit the wall, but when he went to aim the wing directly at his head, his concern skyrocketed. "Hey Sam, calm down. We're friends remember," Peter tried to reason.

Sam said nothing, but instead just pulled back to prepare his strike, and he only paused when someone from down the hall suddenly shouted out, "What's going on here?!"

The two boys immediately turned to see a very angry looking Captain America glaring at the two of them, silently demanding what he had just asked simply by standing there with said glare on his face and his arms crossed. After a couple more minutes, Sam finally retracted his wing and let Peter down with a huff, but instead of answering Cap, he just turned away and started to stalk off. "Sam, I believe I asked a question, and I still haven't received an answer. You know that you do not raise powers or weapons against a fellow student outside of training, least of all in the way I just saw you raise yours against Spider-Man," Steve informed the kid, his tone carrying a heavy warning that dared Sam to do anything other than answer his previous question.

"So what? Maybe I'm getting sick of everyone getting on my case just because I'm a little tired and taking time to have a social life outside of this place," Sam snapped in retort.

"Well you're going to be putting that on hold for a while, because you'll be spending the rest of today and the rest of the week in detention with either me or Romanoff, is that understood," Steve said, making Peter cringe a little when he heard that last bit.

Unlike his classmate though, Sam just shrugged and stalked off after he said, "Whatever."

The fact that Sam had just brushed off having to serve detention with Black Widow, the one instructor that everyone at Avengers Academy knew better than to get in trouble with was definitely the final, glaring warning sign, and none of the other students were about to let this go unresolved. That was why, that night, Peter, Janet, and Luke were all gathered together in Club A to try and come up with some kind of idea to get to the bottom of things. Carol would have been there too, but she had been almost as distant as Sam had been lately, and if her temper had become anything like the winged hero-in-training's, things were likely to get very explosive as a result. "So, what do you guys think it might be," Janet posed as she sloshed around a can of soda, while the boys took turns shooting at the pool table.

"Well, maybe the girl's one of those high-maintenance types that wants him to do whatever she wants, whenever she wants, and given how smitten he is with her, Sam's just having a hard time saying no. Which means less sleep, and crankier Falcon," Luke offered as he lined up the cue to take a shot.

"I'm not so sure. If that was the case, then I don't think Sam would have been showing up to classes at all," Peter pointed out as he leaned against the table, waiting for his next turn, despite the fact that he was currently on a major losing streak. "And besides that, you know that weird smell I picked up on the other day? Well, I've been smelling it a lot more lately, and not only is it always when Sam's around, but it seems to have gotten stronger day-by-day."

"So do you think she's got him drugged or something," Janet questioned, picking up on what Peter was likely thinking.

Luke then took this time to speak up again, after he had made his shot, sinking a ball into a corner pocket after he had. "I don't know about that. I mean, if he was getting drugged, I'm pretty sure we all would have picked up on that smell easily, but most of us only know it's there after Pete says something. Besides, I don't know of any drug that can make a guy dizzy just by getting the smallest whiff of it, or did you forget how I nearly fell out of my chair the other day when I took it in?"

"Either way, it's still doesn't change the fact that this Jessica Drew is behind whatever's wrong with Sam, and we need to figure out what she's doing and how she's doing it. I want our friend back the way he was before, now," Janet insisted.

"Sure, but what're we supposed to do in order to make that happen," Peter asked. "Sam's not exactly all for talking about her unless it involves heated tempers and fists, and we don't exactly know where she lives, so we can't confront her either."

"Speaking of confrontations, have you encountered anything regarding the recent string of robberies lately, Peter," a new voice piped in, drawing everyone's attention to the door just in time to see Carol walking over to them.

"What're you talking about," Peter asked as the blonde took a seat on an open stool next to Janet.

Carol waved for the attending robot to give her a can of soda before looking at them and saying, "A couple nights or so after Bird-Boy started going out on these late night dates, police started getting calls about some odd robberies of places like convenience stores, clothing stores, even a couple of grocery stores. The odd things being that they didn't even take all that much money, most of the stuff they stole would be essentials for living, any money they did take seems to be a set amount when going from store to store, and not only that, but the only way to have gotten in to any of these places would have been from the roof of a place."

"First I've heard of it," Peter shrugged.

"And how'd you know about this anyway," Luke questioned.

"I watch the news," Carol shrugged. "Plus, I overheard Romanoff talking with Barton about it, and you know that there's something up when those two are talking about something that's as seemingly small time as this."

"I'm not sure I like where you seem to be going with this, Carol," Janet cautioned her friend, earning confused looks from the boys afterwards that clearly asked what she meant by that. "She's saying that there might be a connection between what's happening to Sam and these recent robberies."

"And you have to admit, it does seem likely, and I say the only way we'll know anything for sure is if we track the bitch down and pry some answers out of her," Carol stated with finality.

"Sure but where are we even supposed to find her? According to what we can get about her from Sam, she never lets him walk her home, so we wouldn't know where she lives even if we could ask Sam," Luke pointed out.

"Well it seems that the supposedly trustworthy Falcon failed to cancel his plans with her tonight even though his detention will be taking place around the same time, and they're meeting at a café in the city," Carol revealed. Everyone immediately shot her looks that were all demanding how she even knew that, to which Carol simply replied, "I might've hacked into his phone."

"And by hacked, you mean you swiped it from him when he wasn't looking and just got lucky when you guessed his password at random, right," Janet asked.

"Does it matter? We've got a time and a place, so let's go get the answers from Miss Drew, now," Carol insisted.

"Right, but not all of us will be going. Some of us will have to stay here to make sure that Sam doesn't go to meet up with her before we're done," Peter pointed out. "Luke, you and Carol are on Falcon watching duty. Janet and I will be the ones to have some words with Jessica."

"Why do you and Janet get to go and interrogate her," Luke asked.

"Because you and I are the only ones who have ever seen her besides Sam, and if there is a chance that she's responsible for what's happened to him, I'd rather not have our two strongest heavy hitters end up in a similar state."

That reasoning seemed sound to everyone, and with nothing else to say on the matter, the four left Club A and split off into their respective teams to carry out their goals.

* * *

"Why can't we do a bad-cop/good-cop routine? I've always wanted to do bad-cop/good-cop," Janet whined for what seemed like the twentieth time since Peter told her his plan on how they would confront Jessica.

"Because for one thing, she's met me as Peter, not as Spider-Man," Peter whispered as calmly as he could, partly because he was trying to keep his secret identity concealed, and partly because Wasp was currently at her smaller size buzzing close to his head as discreetly as possible. "And for another thing, if she is responsible for what's happened to Sam, and she tries to use it on one of us, you'd probably have the better chance of knocking someone out of it with a little zap from your stingers."

"You saying you don't think you could hit me," Janet asked.

"I'm saying that I know I wouldn't," Peter swiftly replied. He then spotted their raven haired target sitting at a table outside the café she was supposed to meet Sam at. "Okay, show time. Remember to keep your comm. line open so you can listen in to what's being said, and in case Carol and Luke can't stall Sam."

"And make sure I don't let my eyes wander at all. Yeah, I know all of this. It's a little hard to sleep through Black Widow's lessons on how to conduct an investigation, you know. Especially considering that she's conducts them in the simulator room and puts us into positions she's been in over the course of her career," Janet pointed out, and she then flew off to a position where she would still be close enough to see what was happening very well while still being out of Jessica's line of sight. The plan was just as simple as the two had made it sound to be, at least on the surface. Peter would meet with Jessica and talk to her without raising her suspicions too much, while Janet watched from close by in case she tried anything on him. All they had to do now was put it into practice while hoping that Carol and Luke could keep Sam from leaving the academy campus before they had gotten their answers.

It did not take long for Jessica to notice Peter approaching, and the minute she had, she threw out a charming smile that made Peter shiver a little for some odd reason. "Hey, Peter right? What brings you out here," Jessica asked.

"I just wanted to let you know that Sam wasn't going to be able to make it today. He got into a bit of trouble with one of our instructors and has to serve detention. He would've called, but he…lost his phone," Peter lied on the spot. Most of it was true of course, but he did not want to risk her calling Sam just to be sure.

"Oh, that's too bad," Jessica pouted sadly, but she shrugged it off pretty quickly, smiled at him, and asked, "So, do you want to hang out instead? I had this whole thing planned, and I'd hate for it to go to waste."

 _"Well, she got over that quickly,"_ Peter heard Janet mutter over the radio, but he ignored her mutterings in favor of accepting the offer. After all, it would allow him to get some more answers from the mysterious girl, so why decline.

To keep things simple and from seeming too suspicious, Peter started off with simple small talk, asking things like where Jessica was from, what her hobbies were, how she thought things were going with Sam, and other things of that sort. The entire time though, it seemed that Jessica was trying to flirt with Peter, what with the sly looks and "innocent" touches that she kept throwing out at him. While this made Peter slightly uncomfortable, it also had the added effect of making Janet angry, right to the point where she was constantly having to tell herself "must resist the urge to blast the bitch right now" in her head. It did nothing to keep a scowl from marring her otherwise pretty face though, so you can imagine how glad she was when Peter finally got around to asking about what they needed to know. "Say, have you noticed anything weird about Sam lately," Peter questioned.

"What do you mean," Jessica asked, her eyebrows furrowing a little.

"Like did he seem at all…tired, short-tempered, or anything out of the ordinary when you were around each other," Peter elaborated.

Jessica simply shrugged and said, "I don't really know. He's always seemed fine to me. Why do you ask?"

"Well, he's seemed a little off lately, especially since he almost decked me for trying to make conversation earlier today," Peter admitted, wondering if that last detail would get more of a reaction out of her.

It did, but not what he was expecting. What actually happened was that Jessica leaned a little closer and rubbed his shoulder soothingly as she cooed, "Oh you poor thing. I hope he didn't mess up that pretty face of yours too bad."

"Uh…he-he didn't actually get a chance to. Teacher caught sight of it before he could take a swing," Peter stuttered, sliding away a little as discreetly as possible.

Apparently it was not quick enough, as Jessica was soon sidling up to him again with a soft expression on her face while her hand found its way to his shoulder again, rubbing it gently while at the same time caressing his arm. "Well, I'm sure you could've handled him, right? After all, you seem like you'd be too fast for him to even touch you," she cooed as she leaned a bit too close for Peter's comfort.

As he kept trying to move away, Peter was suddenly able to pick up on something a little odd. "Do you smell something?"

"What," Jessica asked in surprise. That had obviously thrown for her a loop.

"There's a weird scent in the air. Can't you smell it," Peter asked.

Jessica seemed to recover from her surprise rather quickly, as her smile was back on her face again as she said, "It's probably the coffee and doughnuts you're smelling. We are outside a café after all."

"No, I don't think so," Peter muttered, surprising Jessica a little yet again by how insistent he was on this topic. "I've smelled this…whatever it is before. Around Sam."

"Oh, that's probably my perfume," Jessica admitted. "I prefer using my own little concoctions over the store brands. I've been told that it makes me rather…irresistible."

Peter was unable to react fast enough, as Jessica was now practically sitting on him, she was so close. In point of fact, she would be if she moved even a little bit closer at this point, and for some reason, the smell of the so-called "perfume" was growing even stronger by the minute. Peter may not know much about such things, being a guy and all, but he did know that the scent of perfume did not just drastically grow stronger as time passed, let alone at the rate this one's scent seemed to be. That right there proved to be all the reason he needed to push Jessica back and quipped, "Well looks like you might want to try something else, because I'm resisting it easily."

"Yeah…you are," Jessica murmured, not quite panicked, but still perplexed while a curious look became etched onto her face.

Peter must not have caught either of these factors, because he was rambling, "Look Jessica, I'll admit that you're a very pretty girl, but I'm not interested for two reasons. One, I'm not going to go behind my friend's back like that, and two…"

"You're still in your right mind," Jessica continued to note, cutting Peter's ramble short. He heard her that time. "There's only two ways that someone could do that. One would be that they have an incredibly strong will, but I think the other is a bit more likely in your case. I already had a hunch when we first met, but this just proves it."

"What're you talking about," Peter asked, his confusion shared with Janet.

Jessica only smirked in a way that was not quite devious, but at the same time it was far from friendly, and said, "Don't bother pretending. You can't hide it from me. I knew who you were from the moment we met." She then leaned in closer and whispered the last word of her sentence into his ear. "Spider-Man."

Peter visibly stiffened at that while Wasp gasped in shock, both hoping their reactions went unnoticed, but there was little chance in the case of the former. Still, Peter had to at least attempt to keep his identity a secret, even if he was stuttering when he protested. "What're you talking about? I'm not Spider-Man."

"You know, you're as bad a liar as you are an interrogator," Jessica remarked like it was no big deal. "Like I said, you can't hide it from me. You remember what you said about picking up something familiar about me when we first met? Here's a hint: in many species of spiders the females are deadlier than the males."

That was all the cue that Janet needed to make a move, and she was instantly swooping in to zap Jessica, forgetting her earlier mantra in favor of helping her friend. To her surprise though, Jessica easily avoided most if not all of her blasts with incredible reflexes, and even back flipped away from them in a way that she had only seen Peter pull off. Adding to her shock, when she finally stopped flipping away, she had perched herself on the side of a nearby wall, and stayed there, much like Peter would do, smirking down at the shocked size-changer and her matching expression. That was when she noticed that Peter seemed to have disappeared, and she was quickly scanning the area to see where he had gone. She did not have to look long though, as she instantly jumped off the wall in order to avoid being pelted by a series of rapidly fired web-bullets then turned to lay eyes on Spider-Man himself, perched on a wall adjacent to the one she had previously been on. Jessica only smirked at this and proceeded to practically dance through the air and she jumped, flipped, and spun from building to building in order to avoid both Wasp and Spider-Man's attacks, evading them with ease.

Janet was frustrated by how this woman was so easily avoiding them, but what she found even more upsetting was that she seemed to be able to keep ahead of Peter as well. She had seen the guy keep up with Captain America for a reasonable amount of time, and bested Hawkeye, Iron Man, and War Machine a few times in spars, so to see this girl stay ahead of him like it was no big deal easily told her that this was going to take a while. At least, until she thought of something odd. This was not the first time Peter was not able to keep up with an opponent as well, as she, Carol, and even Widow gave him a bit more trouble than others at times, and there was a certain factor that they all had in common. That did not mean she was going to jump to conclusions and outright accuse him of the matter, but she was not going to leave her suspicions unconfirmed either.

"Spidey, is your aim a little off today, or are you missing on purpose for some weird reason," Wasp questioned as she threw a few more blasts at Jessica.

"My aim's fine. She's just fast," Spidey quickly replied.

"And you could probably match her in speed, so why are you sticking to a long-range approach like I am," Janet questioned. When Peter did not respond, Janet knew she had her confirmation and glared at him as she said, "It's because she's a girl! Are you seriously pulling this kind of crap right now?!"

"Hey, it's not entirely my fault! Guys just don't hit girls, and that's especially true in the case of superhero guys!"

"Oh my god," Janet groaned in disbelief as she slapped her forehead at Peter's response. She then leveled him a look as she told him, "Spider-Man, I swear, if you don't stop this chivalrous thing and start seriously beating her up, _I_ will beat _YOU_ up!"

Before Peter could reply, Jessica suddenly spun around to face them, aimed one hand towards them, and released a blast of what looked like greenish-yellow electricity. The blast missed Janet of course, seeing as she was too small for it to have hit her anyway, but it caught Peter in the shoulder really hard, and he was sent flying into the building behind him. Thankfully, no one was around to get hurt by the debris that had fallen from the collision, and Peter was not too seriously injured from what he could tell aside from how badly the shoulder that had been hit by the blast stung, but he was definitely not entirely okay either given how he groaned as he pulled himself up out of the wall. Once he had, Peter instantly started glaring at their opponent as well, and then quickly declared, "Okay, I'm gonna beat up the Spider-Lady now."

A minute later, a large amount of webbing was sent flying at Jessica again, but this time, Peter was not aiming for any of it to hit her. While she was in mid-jump, Peter lunged forward with a little extra pull from a web-line, fist cocked back to strike, and easily caught her in the side, sending Jessica tumbling down to the rooftop below. Another web-line allowed Peter to speed up his descent towards Jessica as he somersaulted around so that he would be landing a hard kick to her when he got close enough, but his attack ended up being intercepted. What came as a surprise though, was that it had been intercepted by a red and steel grey wing, and that said wing was then used to throw Peter back and send him tumbling across the roof until he managed to get back onto his feet again. When he did though, his eyes widened in shock at the person he was hoping had not just gotten in his way, and he knew without even looking that Janet's face bore a similar expression of shock.

 _"Guys, Sam got away from us. You may have incoming,"_ Carol called over their comms.

"Yeah, we figured," Janet slowly replied.

 _"How,"_ the blonde asked.

"Incoming already came in, and he just threw me across the roof we're all currently on," Peter replied, his eyes never leaving the figures before him.

There, standing protectively over Jessica while she smirked in appreciation to him and smugness towards her previous opponents, was none other than Sam, fully suited up in his Falcon attire and now glaring down at his friends. "What can I say? The right amount of pheromones will make anyone's lips come loose, and it can also compel them to do whatever you want them to without a second thought," Jessica boasted. She then looked to Sam and cooed, "Falcon, be a dear and make sure your friends don't follow us, m'kay?"

"Sure thing, babe," Falcon smirked in reply, and seconds later, he was firing off steel quills from his wings at both Spider-Man and Wasp, while they both scattered in an attempt to avoid them.

"Sam, stop! It's us," Wasp cried out as she attempted to avoid her friend's attacks or blast the ones that Peter was not able to avoid fast enough.

"Come on, man! We're your friends. Can't you see that she's using you," Peter pleaded.

That turned out to be the wrong thing to say, as Sam was soon blasting forward and grabbing Spidey so that he could fly up and throw him down to the ground as hard as he could. Spider-Man quickly scrambled to his feet again, only to end up knocked down again when Falcon swooped down and landed a hard kick on him before pinning Peter down beneath his boot. "You should watch what you say about my girl, Spidey. Especially since this time, there's no Cap to save your neck," Sam snarled, his wing ready to tear into Peter once again.

Peter knew that Sam was right about what he said, but he was too caught up in the fact that his friend was about to seriously hurt him, or possibly even kill him, all because of something that Jessica had done to his mind. Falcon was just about to bring his weaponized wing down on Peter when, much to his surprise, Jessica suddenly jumped forward and shouted, "Hey, HEY! WHOA! I told you to make sure they don't follow us, not to tear them apart until their barely even alive, or to beat them to death!"

"You don't know him like I do. Nothing short of being crippled or dead will keep Spider-Man from coming after us," Falcon insisted.

"Well I don't care about that. I'm not asking you, I'm _telling_ you not to kill him," Jessica snapped, surprising both boys when she did.

Before anyone could think on it too much, Wasp came swooping in, stingers blazing at both Falcon and Jessica as she shouted, "GET AWAY FROM HIM!"

Sam was forced to redirect the wing he was previously going to use to attack Spidey with as a shield from Janet's barrage, while Jessica just flipped away as fast as she could. Eventually, Falcon bolted off of Spider-Man, but when Peter started to stand, he just as quickly dropped back down, groaning in pain, drawing Wasp right to his side as she returned to normal size. Seeing what had just happened, Jessica told Sam that it was time for them to leave, and Falcon instantly took off into the sky, with Jessica following behind shortly after. Just before she was out of earshot though, Jessica looked back and told the two, "Sorry, this isn't anything personal, you two, but you should still take this as a warning to stay out of my way. Trust me, I'm not doing this because I want to, but this Spider-Woman isn't ever going to let them take her back if she can help it, no matter what I have to do."

With that, Jessica left the area, jumping from rooftop to rooftop, leaving Spider-Man on the ground, moaning in pain as he clutched his previously injured shoulder while simultaneously aggravating the injuries he received from Falcon, and a panicking Janet glancing everywhere she could for something that let her help her friend. Due to her frenzied state, it took her a while before she finally remembered she still had her comm. device, and she was instantly using it to call Carol and tell her to send help for her and Spider-Man. After that, all she could do was wait

* * *

 ** _AN: Okay, wow. I know this isn't the first time I've ended things on a cliffhanger, but I think this is the first time I've done so with a cliffhanger like this. Before any of you guys say anything, yeah, it feels weird for me too, but as I was writing this chapter, I was determined to make the whole adventure one chapter. Eventually though when I got to what was meant to be the half-way point, I felt like it was starting to drag on a little bit, so I wrapped up where you see now. Sorry if that's disappointing, but it is what it is._**

 ** _Moving on, yep, Spider-Woman's the mystery lady that's causing trouble. You didn't think that every hero that would get recruited would be on the right side from the get-go like Spidey and Luke were, did you? Some Marvel heroes did start off with quite the checkered past after all, and that's an angle that had to be explored with this story, especially in the case of Jessica Drew, Spider-Woman. If you know your comic history, you'll probably be able to figure out why, and even if you don't, I'm sure you can figure it out from that last bit at the end there._**

 ** _Going into detail on another matter, I had that whole thing about Jessica and Peter feeling like they knew each other in there for a reason, but that will be revealed in the next chapter as we discover the answers to the mystery. Don't think that's going to be the case with every Spider-Hero that shows up in this story, 'cause it certainly won't be. You'll just have to wait and see for yourself how all of those go down. In point of fact, most of them will actually appear in a possible sequel to this story that puts a lot of focus into the various Spider-Heroes. Assuming I do decide to split this adventure into multiple stories. Ah, who am I kidding, I'm totally going to do that, especially since that adventure will be practically an entire story on its own._**

 ** _Well, I think that's everything. Sorry for anyone who was hoping to see more of the students' lives on campus, but look on the bright side, you got to see them hanging out at Club A this time around, and that's likely where you'll see them quite a bit in the future. It is meant to be a student hang-out after all, like a rec room, basically. With that said, it's time to get Onto the Preview!..._**

 ** _After recovering the injured heroes-in-training, the students and staff of Avengers Academy are left pondering the mystery behind Jessica Drew. Just who is this "Spider-Woman," how did she gain powers that are similar yet still wildly different from Peter's, and just what is she really after that would require her to brainwash Sam in the way that she had? Questions that need answers are just pilling up more and more as they all scramble to try and find their missing friend and the girl who has him under her control, but is this really as black and white as it seems to be? And what will they end up landing themselves in when they finally find the two? Find out next time, as the adventure at Avengers Academy continues!_**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


	7. Mystery of Spider-Woman

_**AN: Okay, okay, I know its been a while, to put it mildly...really mildly, but as I've pointed out before, I do have other stories to write, and I'll admit that I did put a bit more of my focus into stories like Kingdom Hearts Dual Keys, Code Avengers Cosmic, and A Spider's Focus, and that's not even accounting for how I've now started yet another new story, Hearts of Avengers, a crossover between Kingdom Hearts and The Avengers: Earth's Mightiest Heroes. Really, you'd think that I'd be able to stop myself from starting something new when I say I'm not going to, but there was a challenge for such a crossover, and it was just right up my alley so I couldn't resist the chance to try it, and besides that, it's something of a sounding board for me on how well I do with Kingdom Hearts crossovers and/or AUs, so I just had to see how well I could pull it off...**_

 _ **Falcon: Calm down, man. We get it.**_

 _ **AN: You...You do?**_

 _ **Spider-Man: Hey, some of us are featured in a lot of your other stories, considering how many of them are Marvel stories, crossover or otherwise, so we're bound to either show up or get mentioned once or twice in a majority of them, so we're cool. Besides, we know that you have a hard time writing AUs like this because you want to make sure you do it right, especially since you're trying to make the plot as original as possible. I mean, isn't that why you haven't updated Gundam War Online in a while?**_

 _ **AN: Uh...yeah, that's part of the reason, but that's beside the point. Anyways, another thing I want to mention before we get into the really important stuff...Did everyone see the newly released trailer for Avengers Infinity War, because that. Was. AWESOME! Seriously, if you haven't seen it yet, you've got to go watch it. Right now. I don't care if you really want to read this chapter; you've got to see that trailer it's just that great!**_

 _ **Wasp: How about you answer some reviews before anything else.**_

 _ **AN: Right, right, I'm getting to that. I'm not going to answer every review though, since a lot of the questions posed will be answered in this chapter, but I will answer a few before we get into everything. First off, to the guest reviewer "Yo", don't worry, we won't always be bringing in one student at a time. It's just how things are working out right now. As for pairings, some of them are somewhat set in stone at the moment, but will face a great deal of drama later on down the line, like any other typical relationship would. I'm not going to go too far into detail on that just yet, because, well you guys know how I am with spoilers.**_

 _ **Next up, my good friend "twilightnite13", it's going to be a while before Venom shows up, but he will appear eventually.**_

 _ **To "treyalexander63917", when Spider-Man gets a new suit, it will indeed include an AI like the one in Homecoming, but I don't think I'm going to have him name it something else. Though you're suggestion on him naming it after his mom will be used in another story, so there you go on that.**_

 _ **Jessica: Isn't that a spoiler?**_

 _ **AN: Hey, I didn't say which story. Now to my man "Monkey D. Conan", I actually haven't thought of an exact number for the main focus students to be honest, but we're getting close to having them all in here. Just one or two more chapters now. As for Spider-Woman causing pain to the Spidey &Wasp relationship, that's actually going to blow over pretty quickly. If anything, she's more likely to end up as part of a love triangle with another pair of characters. That doesn't mean there won't be more instances where Wasp gets jealous of girls who seem to be getting close to or already are close to Spidey in some way. Sam and Carol's relationship, yeah that's going to be a while before its official, so it will definitely be sometime after Spidey&Wasp become official. Finally, the Spider-Cycle and Taser Webs...yeah, they'll both be happening later on down the line.**_

 _ **Well, that covers everything I wanted to address, and that won't be covered in this chapter, so let's put those particular questions to bed and get on with the show. Off to class everyone!**_

 ** _I do not own anything from the Marvel franchise or any other franchise mentioned in this story._**

* * *

 **Chapter 7: Mystery of Spider-Woman**

When a Quinjet finally arrived to help transport Wasp and the injured Spider-Man back to the academy, no one present was able to move any slower than they had, be they student or teacher. Thankfully, after getting him aboard, Hank was able to determine that Peter's injuries were not too serious, and easily treated the worst of them while they were flying back to the school. They still decided to bring the spider-powered teen to the medical center of the school just to be on the safe side, but from what they could tell, nothing about Peter's injuries were life-threatening. Still, it did raise a few flags of concern when they saw that the shoulder injury Peter received from Jessica appeared to be laced with a substance that was similar to spider venom in a small way, but thankfully, Hank confirmed that it was not at a very substantial or dangerous level. Once they were informed that everything checked out regarding the two students who had just been out fighting, the Avengers had assembled in the medical center along with Carol and Luke so that they could hear the whole story from their students. At least, that was what they were planning on doing, but at the moment, they were a little too stunned by the sight they found after walking in with the two powerhouse teens to really speak. It was not something regarding Peter's health or even the state of the room that had shocked them into silence though. No, what was really shocking them was the furious expression on Wasp's face and how she was ranting and raving at Peter like there was no tomorrow, an action that none of them had ever expected from the rather happy, energetic size-changer.

"I mean really, of all the stupid, idiotic things you could've done! We would've had her if you just aimed a web at her feet or something, but noooo! You had to go and follow up with some stupid, chivalrous crap and pull your punches until she finally blasted you," Janet continued ranting, while the others just stood there in shock and Peter tiredly rubbed his forehead. Apparently, this had been going on for a while now, and Peter had not been able to get more than one word in the entire time his friend had been running her little tirade.

"But Janet, I…" Peter started to say, only to get interrupted before he could finish.

"But nothing! Honestly, I don't even know why you were not aiming for her the entire time in the first place! Last I checked, your little webs don't even hurt people; they just get them tied up and a little stuck to whatever you want them to get stuck onto! Even your web-bullets don't usually hurt that much, but just act as a better way of slowing down your opponents! She got to you a little bit, didn't she? I mean, I can't believe you would hold back just because she's a girl, or even that you've been doing the same thing in your spars with me and all of the other girls here during training!"

"Look, I've got a perfectly good…"

"She got to you a little, didn't she? That's gotta be it! Despite whatever claims you make, whatever spider-voodoo she pulled on Sam is affecting you a bit too, and it made you pull more of that too-nice-to-hit-girls thing of yours than usual! Honestly, you didn't even need to hit her! You just had to tie her up in your webs, and she was barely even that far away from us most of the time before Sam showed up, so how could not hit her with your webs when she was just a few feet away from us? That kind of thing should be as easy as breathing for-MMPH!"

When they saw the web splat on Janet's mouth, ending her rant at last, they all looked to Spidey and saw that his tired look had been exchanged for one of annoyance while one of his arms was held out in position to shoot out a web, confirming that he had been the one to silence her. "Hey, what do you know? I _can_ hit something from a few feet away with my webs, and it looks like I'm finally going to be able to say something here," Peter sarcastically commented. Janet's response was muffled by the webs as she tried to pry them off while looking at Peter crossly, but Peter just smirked in reply and ask, "What was that? You're going to let me talk and not interrupt if I take the webs off?" When Janet shook her head in the negative while grunting something that seemed like she was trying to threaten him into taking off the webs, Peter just shrugged and said, "Okay, have it your way then. I'll just leave that there until I've finished talking." Janet growled at him in response, but Peter ignored it, and said, "First off, is it really my fault that I had been raised to consider so much as raising a finger to harm a woman was about as healthy as smoking? Besides, aside from that one little blast she threw at us, she wasn't exactly trying to fight back against us; she was just running away the entire time. Plus, I was still a little shocked that she somehow figured out my secret identity just from our only two meetings, so I think it can be considered a little forgivable that I was a little off from the-AH!"

This time it was Peter who was interrupted by a use of powers, because after listening to the first half of his own speech while having to endure the fact he was not taking the webs off her, Janet had shrunk down and blasted him with her stingers. It did not stop at that one blast though, because she was soon hitting him with various others as well, forcing Peter to raise his arms in a feeble attempt to stave off her assault. "Hey-ow! Hey would you, ow! Hey, know it off already! I'm an injured patient remem-Ouch! SERIOUSLY, STOP IT! OW!"

At another time and place, this might have seemed funny to the others, but right now, they had more pressing matters to attend to, a fact that was enforced when Captain America finally stepped forward to put an end to this little quarrel. "Alright, that's enough you two," Steve commanded, getting Wasp to finally cease her barrage and prompting Peter to lower his arms. "Spider-Man, would you mind removing the webs from Ms. Van Dyne's person so she can speak again?"

Spider-Man just nodded and then turned to Wasp so he could ask, "Jan, would you mind changing back to your normal size? It'll be a lot easier to get the webs off that way."

Janet just nodded and resumed normal size, letting Peter pull the webs off of her mouth at last, which felt a bit like getting tape or a band-aid pulled off to her. "Ouch! I can see why bad guys don't like getting stuck in those things, because they taste horrible," Janet complained, spitting a little bit in an attempt to get said taste out of her mouth.

"Never mind that for now," Steve ordered, and the two both tensed up a little, because the super soldier was using what Tony called his "Papa Steve" voice. The whole room was silent for a moment until Cap finally said, "You both did your best in trying to help your friend, but at the same time you really should have come to one of us before you got so far into this matter. That's part of the reason why the Avengers were formed: because we could see that there were some fights we couldn't handle alone. We may be your instructors, but we're also just as much a part of your little team as your fellow students are. That being said, that does not mean there were other points where you could be doing better." He then turned to Peter, indicating that the spider-powered teen was going to get it first. "Spider-Man, I do respect your personal views in regards to the treatment of women. After all, I'm from the Forties, a time when everyone considering hitting a woman as healthy as smoking, but at the same time, you need to remember that bad guys aren't going to share that viewpoint. To them, it doesn't matter if the person they're harming is a man, woman, or even a child; they will hurt that person no matter what. It's good that you can keep your moral code about you, but you need to learn when parts of that code needs to be put aside for the sake of others."

"With all due respect, Cap, it basically sounds like you're telling me to sink to their level," Peter stated, though not quite as bravely as he was probably hoping to have.

"Then I'm either saying it wrong, or you're just not listening to me well enough. If you came up against someone like Madame Hydra, you can't afford to pull your punches just because she's a woman. You need to attack like she were any other villain, and that holds true for any other female enemy you encounter," Steve instantly countered, obviously ready to simplify it better for Peter. He then turned to Wasp and added, "Janet, while I will admit, you do have a right to be worried about your teammates, and you certainly do raise a few good points during your…scolding of Peter, it doesn't help to get hung up on past mistakes like this so much, especially when you've still got a teammate who needs help. What's done is done, and we can't change it, but we can make sure we're better prepared for the next time, and part of that means we can't afford to be casting doubt on one another. Understand?"

"Yes sir," Janet nodded a bit solemnly. She knew that he was referring to how she had accused Peter of being under whatever spell Jessica had placed on Falcon too, and she could now see that it might have been a little out of line.

Steve nodded in response to this, and then turned to address the room at large, which aside from the students and himself, also consisted of Hank, Black Widow, Tony, and Hawkeye. "I know that this probably has been a bit of a difficult time for us right now, but at the moment, no one is to blame for what has happened recently aside from Miss Drew."

"Uh, actually Cap, I'm not so sure just how much blame we should be giving her," Peter suddenly protested.

"Did you get hit in the head too hard or something, Spidey? She's manipulating our friend, and is probably that mystery thief that's been talked about so much in the news recently. And let's not forget the fact that she tried to hurt you and Janet," Luke reminded him.

"Well…that's not entirely accurate. I mean, the parts about being the thief and controlling Sam are true, but not the part about her trying to hurt us," Janet corrected. "She didn't really throw any attacks at us for a majority of the time aside from that one electric blast that hit Peter, and I'm not so sure she was trying to hit him. I saw the look on her face after Spidey got hit, and it did not look like she was too happy about it."

"Can we not call that thing she did an electric blast? It did not have the same kind of sting as an electric shock did at all, plus, I feel like it would go against the whole spider thing she's apparently trying to spin," Peter asked.

"It would be more accurate to call it a venom blast, given how there did seem to be small traces of spider venom laced into Peter's shoulder," Hank reasoned.

"Whatever, the point is, she didn't look like she had been aiming to actually hit one of us or something," Janet interrupted, trying to get them all back on track.

Peter put a hand to his chin in thought for a minute, until he added, "There's also one other thing to consider. When Falcon had me at his mercy and was about to finish me off, Jessica was the one who stopped him."

"I'm pretty sure that was Wasp blasting them both," Carol argued, remembering how Janet said that she drove the two away from Peter with a barrage of stinger blasts.

"Well yeah, Wasp got them to back off, but before that, Jessica had jumped in to stop Sam from going on with beating me to death. Not only that, but I heard her shouting for him to not kill me," Peter corrected.

Everyone paused when they heard that. If Jessica really was such a dangerous person, then why hesitate to let Falcon finish Spider-Man off? Most other criminals would not care who died so long as they got what they wanted. Sure there were a few who cared because they had cold feet about it, or because they had a kind of sense of honor to them in very rare cases, but from the sounds of things, it was really hard to tell which of those categories Jessica fell under for sure. Was Jessica one of those few who had a small sense of decency to them despite their less than legal choice in career, or was she the type who would not kill because she did not have the stomach for it? It was really hard to say, until Janet remembered something else that had happened on that rooftop.

"You know…before she and Falcon disappeared, I think I heard Jessica say something," Janet admitted.

"And that would be," Widow prompted.

"It was something along the lines of how none of what she did was personal, or how she wasn't doing any of this because she wanted to," Janet recounted. She then paused to think for a couple of seconds before she added, "I'm pretty sure that she also said that she was not going to let someone take her back if she could help it."

"So what's that mean? She's on the run from someone," Tony asked.

"If she is, the only people I can think she would be running from would be the authorities. After all, who else would a criminal be running from," Carol questioned the room.

"Just because you're a criminal, or even if you're viewed as one, doesn't mean you're just running from the cops," Luke pointed out with a small glare in the blonde's direction, silently reminding her of where he was when they met. It was still a bit of a sore spot with him, after all.

"He's right," another voice said in agreement, drawing everyone's attention, surprisingly, to Hawkeye. "Sometimes, folks who are the run from something are running in an attempt to get away from their problems or something else, and they'll turn to some form of small crime just to make sure they don't end up starving on the streets."

"Do you think that might be the case with Jessica," Steve asked.

"Could be, which is why I'm going to be on whatever team you send out when we find her," Clint insisted, his tone leaving no room for argument.

While Cap just nodded to Clint in response, the four students exchanged a confused look between themselves. From what was just said, it almost sounded like Cap was going to keep them out of this, and they had to know the reason why that would be. Only Janet was brave enough to speak up though, as she questioned, "What do you mean 'whatever team you send out'? Aren't we going to be in on this?"

"You kids have already done enough for now. You identified who the person committing the recent strange robberies is, that she's controlling one of your classmates, and that apparently, she has a few powers that are similar to Spider-Man's in addition to at least one or two of her own. We can handle it from here, so you four stay out of it for now," Widow stated, and she expected that to be the end of it. After all, when she had given these kids orders before, they had always followed them. Part of it was because they were afraid of her, sure, but she honestly did not mind it that much.

This time though, it turned out that would not be the case, because Peter was instantly out of the medical bed he was in, much to Hank's protest, looking Widow dead in the eye, just in time to say, "No."

Once again, the room had dropped into silence. Barely a sound was heard after that, and everyone in the room, be they Avengers or students, were all looking at Spider-Man with surprise written clear across their faces. Not a single one of them could believe what they had just heard, and apparently, Black Widow was chief amongst the disbelievers. It did not show as clearly on her face as it did her teammates, or even in the case of the slightly petrified teens, but you could still tell how obvious it was by how blank her expression currently was. "What did you just say," Natasha slowly asked, her tone evenly controlled but obviously ready to slip at a moment's notice if Peter was not careful in how he answered.

Apparently not even Peter was aware of what he had been doing until it was too late, because he had gone stiff as a board after the fact. When Widow had turned her blank gaze on him and asked that question in the way that she had, he could have sworn that his Spider-Sense was tingling a little, but he knew that he was going to have to answer regardless. "I…I uh…I-I said, no," Peter stuttered, but he quickly cleared his throat before he started to explain why. "You can't just cut us out like that when we're the ones who've figured out so much about this. Besides, Sam's our friend and you can't expect us to just sit here twiddling our thumbs while we wait for you to help him out."

"Yeah, you've done a great job of helping him so far. The fact that he got away from the two toughest and biggest guns on your little team definitely proves that," Tony sarcastically agreed. "Out of curiosity though, how'd that happen?"

"He tricked us into following him to the science lab, saying he had a project for Doctor Pym," Luke started.

"I never gave Sam any projects recently," Hank protested.

"Yeah, we kinda figured that out after he basically threw together a flash bomb that blinded us both long enough for him to get well away," Carol pointed out, absentmindedly rubbing her eyes a bit at the memory of said event. "By the time we realized that he had apparently left the campus, he was already long gone."

"It doesn't matter now," Spider-Man interrupted so he could get them back on track. "Like Cap just said, we can't change what's already happen, but we can make sure we're ready for the next time. Besides, aren't the Avengers all about sticking together as a team and stuff? Well, Falcon's both our friend and teammate, and if we let you guys handle saving him from whatever it is Jessica's got him doing, then we're doing a lousy job of being just a team in general. How are we supposed to be Avengers some day if we can't even get off the sidelines to help out a friend in need? We're part of this, and I don't know about the others, but I'm not just going to sit back and wait. I'm going to do something to try and help, and not just Sam either. If Jessica really is running from something that could spell trouble for her, then I want to help her just as much as I do Sam. That's not whatever weird thing she's done to Falcon talking, that's all me."

The Avengers in the room were a bit surprised by the conviction in Spider-Man's voice, while his classmates all looked at him with varying degrees of awe. After all, it was not every day that someone stood up to the Avengers like that, or even just Black Widow alone. For Carol and Luke, they were both thinking _'Damn, Spidey just did that. He's got guts.'_ Meanwhile Janet on the hand was thinking something similar, but still slightly different. _'Peter just stood up to Black Widow, and basically told off the Avengers…That's kinda hot.'_

The silence did not remain for long though, as Luke was soon moving to stand alongside his friend, saying, "I'm with Spidey on this. You don't bail on your team. You look out for each other. That's something I was actually just saying to Sam the other night when he first met Jessica, and I'm not changing that position now."

Carol looked at the indestructible teen in slight disbelief, but she had to admit, they both had a point in what they were saying, and she did remember what she found out when she first met Luke. It still took about a minute before she finally sighed and said, "I don't know about helping that She-Spider, but I do know that I'm not going to let someone else save Sam's butt when that's supposed to be our job as his friends and teammates."

"I'm with them too," Janet instantly said after that, standing alongside all three of her friends.

The Avengers all stared at the teens in disbelief for a few seconds until they finally turned to Widow, apparently just as worried as their students were on how the former assassin would react to this moment of defiance. For a moment, Natasha just stared at the four, not giving any indication on what she may or may not do to them, until finally, she let out a small smile and said, "Good answer." She then turned to Cap and said, "Well Steve, I think you've got your team for tracking down and bringing in Miss Drew."

"Bringing in, maybe, but we still need to find her," Steve pointed out.

"That might be easier than you think," Carol revealed. She then turned to Peter and asked, "You remember that little science project you were working on for Hank's next class?"

"You mean the tracking device I was developing," Peter asked.

"That's the one. I slipped it onto Sam while he was leading me and Luke to the science lab when he wasn't looking."

"So if Sam's still with her, he'll lead us right to Jessica," Luke caught on.

"Great idea, but there's still one small problem, guys. I haven't gotten it working right. Sure, it does send out a signal, but I can't get it to transmit that signal to my GPS properly. It just keeps cutting out and getting lost," Peter pointed out. He did not want to rain on the parade, but he did have to point out the small flaw in that plan.

"Did you try adjusting the motion vectors," Tony offered in assistance.

"Yeah, but it did no good," Peter revealed.

"How about adding an output level control circuit?"

"Yes, I tried that too."

"Did you try changing the battery," Steve asked. Everyone was instantly turning odd looks to him, and the super soldier could only shrug as he said, "What? Just because I'm from the Forties, doesn't mean I'm completely clueless on modern technology. Besides, sometimes the simplest solutions are the obvious answers."

"As strange as the suggestion is, I did actually try that too, but it was no good," Spidey revealed, his frustration with the failure showing through a little in how his voice gained a small growl.

"Maybe the casing of your GPS is too thick," Janet suggested, drawing the strange looks to her this time, only this time, they were asking for an explanation. "Well from what I could tell, the GPS computer Spidey was using was made of steel, so maybe if it were thinner and lighter instead…"

"It would pick up the signal without any problems at all," Peter finished excitedly. "Janet, you're a genius! I could kiss you right now!"

"Well what's stopping…you…," Janet started to reply in her usual confidence until the words registered in her mind, both her own and Peter's. Apparently they had registered for Peter just as quickly, because he was soon blushing up just as much of a storm as Janet, prompting both of them to turn away from each other so they could avoid the other's gaze. While it may have been awkward for them, for the others, it was actually a little cute, and pretty funny. Well, except for Hank, because he was currently giving Peter that one warning look that all fathers would give to a boy that had a thing for his daughter, or vice versa.

Thankfully, Carol managed to put an end to the awkward moment between the two by snapping her fingers in their direction and saying, "Hey, you two can flirt all you want later! Let's get that casing changed so we can go find our friend and Peter's fan girl."

"Fan girl," Spider-Man questioned.

"Well to be fair, she is calling herself Spider-Woman, and she does seem to have spider powers, so until we learn the whole truth on what her story is, how else do you think we would describe her," Luke pointed out.

Peter nodded in concession of that, and immediately raced out so he could grab the GPS computer from his room and then change its casing, with the others soon following after. They only stopped for a moment so that Cap could tell the kids that Hawkeye would be acting as team leader and they should follow his lead, but that was just a minor pause, and they were all soon rushing off to get ready for Round Two with Spider-Woman, and whatever it may bring when they found her.

* * *

"Stupid," was the shrill scream that accompanied the glass that just smashed against the wall of the rundown apartment that Jessica was currently hiding out in, and if that scream was not enough of an indicator, then the way Jessica was muttering certainly proved just how upset she was right now. "Absolutely, completely, stupid! How could you have been such an idiot! Of course some superhero was going to take notice sooner or later, and you only sped it up when you went and used your pheromone powers on an Avenger, of all people. Jessica, you are a complete and utter idiot!"

"Uh, babe, you do remember that I'm not an Avenger yet, right," Sam pointed out, as he watched Jessica pace back and forth across the room, continuing to mutter angrily.

"Yeah, I know. You're a student, but that's basically the same thing in this case," Jessica told him, finally stopping her pacing and instead quickly moving to her closet so she could grab something from it. "If Spider-Man and Bumblebee…"

"Wasp," Sam corrected.

"Whatever. If they have told your classmates about what had happened just now, then they've probably told the Avengers, which means they'll be coming here soon enough, and if the Avengers are going to be coming, that means that they'll be coming too."

"Who's they," Sam asked, now a little concerned, but still averting his gaze as Jessica pulled out an outfit from her closest and started to disrobe so she could change.

"No one you need to worry about," Jessica waved off. "All you need to know is that we need to leave New York and get far away before anyone shows up, and we need to do it now."

"Whoa, whoa, wait a minute! Leave New York? I can't leave just like that. I've got school, my friends, my mom," Sam started to list out, but he was soon silenced when Jessica stopped halfway through putting on her new outfit, leaving it so that she was only wearing her pants and her bra, and then sauntered over to him so she could direct his gaze to her own with her finger.

"I'm pretty sure you're friends aren't going to be too thrilled after hearing how you beat down on Spider-Man, and the same could be said for your standing at your little superhero school. As for your mom, you should just forget about her. Parents aren't good for anything other than making you miserable," Jessica instructed Sam, releasing a little bit of her pheromone powers into him again as she did. Despite how sweet her voice sounded though, even through the haze of pheromones, Sam could still hear a distinct edge of hate laced into her undertone.

"But…but I," Sam struggled to argue. To be more accurate though, he was struggling to argue, because while Jessica's pheromone powers were making it hard for him to think straight, there was still a part of him that could think. The fact that she was currently half dressed at the moment was making that struggle all the harder, as evidenced by how his eyes turned traitor on him and occasionally tried to wander down past her neckline.

"Trust me, you'll be much better off without them. Besides, you'll have me around, so that's got to count for something," Jessica cooed with a wink, even though she noticed how Sam's eyes were wandering downwards. While part of her was a little annoyed by that, another side was actually enjoying how this was allowing her to tease him so easily. "By the way, you can look if you want, but only if you remember that my eyes are up here," she whispered sexily.

When Sam's face turned crimson at her statement, Jessica had to struggle to keep her laughter down. It was not an easy struggle either, because she had not honestly laughed in a long time, but the reason for why his reaction was present at all made it a bit more manageable. To be quite frank, Jessica hated her powers, especially in the case of her pheromone powers. Sure, having the agility, strength, and speed of a spider was great, as was being able to stick to walls, but it did little to erase the memories or pain that having those abilities had given her. Not only that, but her pheromone powers were the ones she hated the most, mainly because she could not always control them. It was usually fairly easy to handle, but if she were to get stressed out for whatever reason, they would start going haywire and affect the minds of the men around her, and occasionally some women too. Not only that, but those same powers made people putty in her hands, sometimes to the point where they would bow and cater to her every whim if they were exposed long enough, and she hated having that kind of power over people. The idea that she could control a person to such an extent, almost entirely robbing them of their freewill, made her sick to her stomach. Yes, she knew it was a little hypocritical of her to feel that way when she was willingly using them in such a way on Sam, but she had to do what she could in order to survive out in the world, and in order to stay ahead of the people who were after her. Like she had said earlier, she was not ever going back to them, no matter what.

That goal was apparently going to be a lot easier said than done, because a few seconds after she had turned away from Sam to finish changing into her new outfit, something crashed through the window and smoke started filling the room. Seconds after, a vast number of armed soldiers suddenly came crashing in as well, all armed to the teeth and ready to shoot at anything that moved. When they did start shooting, their shots harmlessly bounced off of Falcon's wings as he deployed them in a defensive position, and the minute he saw a break in their fire, Falcon took action by swinging both of his wings around in order to take out as many enemies as he could. After knocking out quite a few, and pinning some others to the walls by shooting out some steel quills, Falcon then took to the air as much as he could in the small apartment building and, and flew straight at the nearest pair of thugs, knocking them out the window and down into the warehouse that was next to the building.

When they entered the room, he quickly realized he was surrounded by even more of these strange, black-ops creeps that had just attacked him and Jessica, but that did not slow him down in the slightest. If anything, it just encouraged him to fight on even harder than before, and now that he had more room to move, the Falcon was not afraid to hold back from spreading his wings, figuratively and literally. Even when he was assaulted by a rain of laser blasts and rockets, Sam was able to swiftly maneuver through the air, spinning, flipping, and pivoting in various different ways that would almost make a seasoned airman jealous, and he was not hesitant in retaliating against these guys. That did not mean he was not a little curious as to whom they were, and his curiosity was soon satisfied when he got a glimpse of the emblem that was emblazoned onto the shoulder of the uniform of a soldier he just knocked out. Although to be honest, he did not feel satisfied by the revelation. In point of fact, he felt a very cold chill running from the pit of his stomach and throughout his whole body.

"HYDRA?! Why the hell is HYDRA here and attacking us," Falcon exclaimed, his eyes not leaving the skull emblem with octopus tentacles until the sound of something getting zapped followed by a loud grunt caught his attention and pulled his attention away to see that he was almost hit by another HYDRA agent had it not been for a timely rescue by the woman he was currently defending.

"They're here for me," Jessica admitted, glaring down at the HYDRA goons while she left many in the room stunned by her appearance in her new outfit. This new look left very little to the imagination with how tightly the catsuit seemed to hug her every curve, and was red from her neck to her torso, with a gold spider emblazoned on her chest. The arms and legs were both all black save for a bit of red on the thumbs of her gloves, while her boots were also red as well. Her brown belt had been exchanged for a gold one that circled her waist, and her sunglasses now had red lenses and seemed to be more similar to a set of goggles with how they rested against her face. All-in-all, she was definitely showing just how fitting she believed the name Spider-Woman was for her.

"Well what do you expect to happen when you try to run from us, Subject S01," a chilling, cool voice questioned, making Jessica freeze in fear as she slowly turned to the speaker, along with the rest of the room, while the HYDRA agents all stood down for the moment.

"No. Not him. Anyone but him," Jessica whispered pleadingly, but her prayers went unanswered, because she found her eyes resting on the one person she did not want to come across if or when HYDRA ever caught up to her.

The man was very pale, almost to the point it seemed like he had not seen the sun in years if at all, while a black domino mask covered his crystal blue eyes, and his long brown hair only seemed slightly combed. His outfit was almost all black with some dark blue mixed in here and there, along with red highlights, and he had on metal kneepads along with silver arm guards on his right arm. His left arm was left bare though, allowing the world to see that it was entirely metal, with a red star on the shoulder. Along with the fingerless gloves, he also rounded out his outfit with a brown belt, thigh holster, and leather harness, all of which probably held some variety of weapons like the pistol that he was currently aiming at Jessica and Sam. The only thing that was more terrifying than his appearance was the cold, empty look in his eyes as he stared the two down.

"Don't be so surprised, Subject S01. After all, you're a valuable asset to HYDRA, so it would make sense that they would send one of their best to retrieve you," the man evenly informed Jessica.

"I'm not an asset, and that's NOT my name," Jessica snapped, hoping that she was appearing braver than she actually felt.

"It's the only one that matters now," the metal-armed man retorted, leaving Falcon a bit disturbed with how even his tone was.

"Does someone want to tell me who this guy is," Falcon asked, reminding them that he was there.

"So Subject S01 hasn't told you? Makes me wonder just how much else she's keeping from you and anyone else she's met," the metal arm man remarked. "Then again, I may be something of a sensitive subject for her, considering our history."

"Wait, did you go out with this guy," Sam asked, throwing a shocked look at Jessica.

"He wishes that was the case," Jessica snarled, but it was hard to hide the shiver that went up her spine at the reminder of that time.

"But if you really need to ask, kid, I'm HYDRA's best," the man continued like he had never been interrupted.

"Best what," Falcon hesitantly asked, not sure if he would like the answer. This was someone who worked with a terrorist organization after all.

"Assassin, spy, infiltrator, bomber, and so many other things. The list of things that I'm not is actually much shorter, the first of which being diplomatic and patient," the metal arm man informed Sam, the barest of bare hints of a smirk forming on his face.

"Well then how about you stop wasting my time and give me a damn name to go with the face," Falcon snarled, wings ready to let some form of attack loose on this HYDRA goon.

This time, the man did smirk a little, and while Falcon was left feeling a bit disturbed, Jessica was just reminded of a horrible night that she would much rather forget, and it showed in how she started trembling and backing away a little from the man with a quiet whimper that went unheard due to how the man answered Falcon's question at the exact same moment. "I'm the Winter Soldier."

Just the sound of that name seemed to set something off in Jessica, because she was soon firing out a few venom blasts at both Winter Soldier and the HYDRA troops around them, all in a frenzy state with little to no care of where they were going or what they hit. Sure, most hit their marks and knocked the troops out, but others just skidded along the ground and left scorch marks in the pavement beneath their feet. Some even nearly hit Falcon if he had not raised his wings in self-defense at just the right time. He could not even attempt to get up in the air without risking the possibility of getting hit by Jessica's mad blasting. Winter Soldier on the other hand was barely even batting an eye as he simply sidestepped most of the blasts and ducked or rolled out of the way of others. If anything, he was finding Jessica's rampage amusing, like it was the funniest thing he ever saw, and that made Sam want to hit this guy even more than he already did just because of how he unsettled Jessica.

Eventually, Jessica had sent out her last blast, and finally dropped to the floor panting in exhaustion, but to Sam, it looked more like she was hyperventilating. That concern only grew when she started trying to crawl away from Winter Soldier as he closed in on her, being deliberately slow just to unsettle her all the more. "You just…just s-stay away from me," Jessica tried to threaten, but considering how terrified she was looking right now, along with her terrified tone, you would have to have been crazy to think it would have worked on a toddler, let alone someone like this Winter Soldier.

"Or what? You're gonna zap me again," Winter Soldier asked, sarcastically. He then raised his pistol towards her again, holding her at practically point-blank as he revealed, "Don't worry, darling. This won't kill you, but it will leave you unable to fight back until you're back in HYDRA's hands again."

"She said to stay away, creep," Falcon shouted, charging Winter Soldier when he did, only to find himself caught in the grasp of the HYDRA hit man's robotic arm as a result, and it was proving to be every bit as strong as you would expect, given how Sam could feel it's cold steel choking the life out of him as his neck was squeezed.

"You know it's actually ironic, Subject S01. You took control of this little Avenger brat so you could increase your chances of getting away from us, but all it's really done is give us another new subject. They're probably going to need to implant some control protocols in him like they will you, but he'll probably get it easy. You on the other hand will feel every single, painful second of it as punishment for defying the ones who made you," Winter Soldier then started mocking.

"Leave him out of this," Jessica snarled, finding a little more courage after hearing this creep threaten Sam's life.

"I didn't bring him into this, Subject S01. You did the minute that you hit him with your little pheromones and made him crazy for you," Winter Soldier informed her, earning a surprised look from Falcon when he said that, which Winter Soldier caught. "What? Don't tell me you didn't figure it out already? She's been dosing you up with her little super pheromones so you would do whatever she wanted like a good little dog. That's how HYDRA works. Bringing order to chaos by any means necessary, even if it means making others into nothing but obedient little dogs, and before her little rebellious phase started, she was the best at bending others to her whim just because of that one little advantage."

Falcon was not sure what to think now. He was determined to keep Jessica safe from this guy, but hearing this made him wonder just how much of that was him and how much was her messing with his head. After all, he had attacked his friends without hesitation, so how much of a stretch was it to say that she was using him in the way that Winter Soldier was accusing her of. Any protests or denials that Jessica was shouting at him right then was drowned out for the most part, because he was not sure how much about her he could really believe now. There was one thing for sure that he could believe though, and he was not going to keep it secret. "You're the one who's an idiot if you think my friends and the Avengers aren't going to come for me," Falcon snarled.

"Oh really," Winter Soldier laughed, mockingly. "And what do you think is going to stop us from leaving right now? You? Please, don't make me laugh. You're all alone."

"Guess you hadn't learned the most important thing about dealing with us from your bosses by now: whether they're official or just a student, an Avenger is never alone," someone quipped in reply, drawing everyone's attention to the other side of the room, just in time to see Hawkeye, Ms. Marvel, Power Man, Wasp, and Spider-Man had all arrived on the scene, all geared up and ready for action, with the archer of the five being the one who had spoken.

"What? How'd you guys find us," Spider-Woman asked for everyone in the room who was not with the recently arrived heroes. She was sure that she had covered her tracks so well, but then again, HYDRA had found her, so why should she have assumed that these guys had not found a way to do so as well.

"Let's just say I think I'm going to get an A for my latest science project," Spider-Man proudly declared with an unseen smirk on his masked face.

"You guys on the other hand are getting an F in successful schemes," Hawkeye quipped as he strung an arrow and aimed at Winter Soldier. "Now, let the kid go and move away from both him and the girl."

Winter Soldier's lips quirked upwards a little bit at that. "I can understand Bird-boy here, but why do you care about Subject S01? After all, she's messed with his head and attacked your students."

"Oh, we are not having this discussion again," Ms. Marvel groaned, readying a pair of energy blasts to let loose at a moment's notice.

"Damn right, we're not. We'd be wasting our breaths trying to explain it to a brainwashed HYDRA goon anyway," Hawkeye stated, and he instantly released his drawstring, letting the arrow fly to its target.

When the arrow struck him in his metal arm, sparks went all throughout the metal appendage until Winter Soldier finally released his hold on Falcon's neck, letting the winged hero drop. Seeing that her friend was not going to get his breath back quickly enough, Carol shot forward and scooped up both Falcon and Spider-Woman so she could pull them away, giving everyone else a silent signal to start fighting. Power Man covered most of the group by taking a lot of the shots from the blasters that HYDRA was firing on them, and when he was not doing that, he was either punching or throwing the soldiers around like they were nothing. Meanwhile, Spider-Man was providing an easy distraction both through his jokes and his agility, leaving many of them open for Hawkeye and Wasp to take down with little trouble and plenty of ease.

With so much going on, it was no wonder that everyone missed Winter Soldier recovering enough to pull Hawkeye's arrow out of his robotic arm, and then rolling said arm to make sure it was working properly enough before he joined back into the fight. The first thing he did was try and take out Hawkeye, having dubbed the only actual Avenger in the room as the greatest threat, but the archer saw him coming, and quickly flipped out of the way of the HYDRA assassin's line of fire. Looking to Spider-Man and Wasp, Hawkeye quickly signaled for the two of them to either disable Winter Soldier or distract him long enough to for someone else too, and the two both nodded and went to work doing just that. Winter Soldier just scoffed in amusement when he saw the two animal-themed heroes charging for him, thinking it would be an easy win for him, but his mood quickly changed when he found himself unable to land one hit on either of the two. Sure, he got lucky enough to land a grazing shot on Spider-Man, but none of them were serious enough to remove the web-head from the fight, and since she was so small, Wasp was able to avoid all of his attacks easily.

Seeing that Winter Soldier was distracted, Luke took the chance to charge the guy, aiming to get his fist well acquainted with the HYDRA agent's head. Winter Soldier saw the big guy coming though, and intercepted Power Man's fist with his metal hand, holding Luke in place with an ease that Luke was not expecting. "Sweet Christmas," Power Man gasped. "What's that thing made of? Adamantium?"

The only reply Luke got was an explosive being blasted into his chest, the force of which sent him flying back from Winter Soldier and crashing into Spider-Man. When Wasp saw that happen, she instantly took action and started firing a barrage from her stingers, only for Winter Soldier to wave her off with his metal arm again before firing his pistol at her, and finally scoring a lucky shot that knocked Janet out of the air. Winter Soldier would likely have moved to finish the others, but Ms. Marvel had taken this opportunity to rejoin the fight by blasting him with almost everything she had. The blonde may have been able to knock Winter Soldier down, but she was unable to account for any of his little goon squad retaliating against her, and as such, she did not see one throw a small gravity mine towards her until it was too late. As a result, Carol was pulled down to the ground and onto her knees, due to suddenly being overcome by a tremendous increase in the gravity around her, and it was taking everything she had just to stay up on her hands and knees right then. When Winter Soldier stood up and saw this, he gave a quick nod to the HYDRA trooper who had subdued Ms. Marvel before taking out a collapsible rifle and quickly assembling it so that he could deal with these kids once and for all.

Thankfully, the HYDRA ace did not get the chance to take down any of the kids, because Hawkeye used this chance to fire off a flash-bang arrow that blinded nearly everyone in the room, save for one person who had just gotten his breath back enough to join in on the fight, and Falcon did so with a great deal of pleasure. The minute that he had swooped down, Falcon was dishing out a barrage of kicks, punches, and even slashes with his wings that were making every HYDRA trooper there scatter in a way they were not expecting to have to when facing against an Avenger student that did not have powers like Sam. Even Winter Soldier was having to drop into defensive measures in order to deflect or avoid getting hit by Sam's attack, but only for a short time, because he soon found a chance to retaliate, and did so by getting in close enough to fire a grappling line and pulling Falcon down just before he could lift off again. Sam immediately tried to rise up enough to fire off a quick flurry of metal quills, but Winter Soldier had pinned him beneath his boot before Sam could get too far in that endeavor, and Falcon was quickly staring down Winter Soldier's rifle in more than a bit of fear.

Just as Winter Soldier was starting to pull the trigger, he was suddenly blasted from behind by a blaze of greenish-yellow electricity, making everyone else in the room turned to where the shot had come from. Needless to say, everyone was surprised to see that it was Spider-Woman who had hit Winter Soldier, and judging from how she was charging up another blast, along with the angry look on her face, she was seriously pissed right now. "I told you to leave him alone," Jessica shouted, and she immediately fired off another venom blast that struck Winter Soldier dead center just as he was about to stand up again.

Spider-Woman did not stop with just the one blast though. No, she continued to fire off blast after blast at the Winter Soldier as well as any other HYDRA trooper that tried to attack her in an effort to save their leader, and said leader was barely getting much of a chance to retaliate at all. Eventually though, he gave up trying to go for any weapons, and instead quickly pulled out a small capsule that he threw into the path of one of Jessica's venom blasts. When the capsule was struck, it released a massive cloud of smoke that left the heroes coughing and gasping for breath until it cleared, revealing that every single person involved with HYDRA was long gone while Jessica just stood where she was, panting in exhaustion and a bit of anger at the fact that her target had just escaped. In fact, Jessica was so tired she barely even registered the other Avengers Academy students checking on Sam to see if he was in his right mind again, or how he had confirmed he was with a small joke and a quick apology for how he had been treating them. It was not until Hawkeye finally approached and placed a hand on one of her shoulders that she finally noticed that they were now directing their attention onto her, and judging by most of the looks they were throwing out, she had a pretty good idea what was going to happen now.

"Let me guess; you're gonna take me to jail now, lock me up in some classified SHIELD prison, and all the rest of the usual crap you do to people like me, right," Jessica asked, though from her tone, it was hard to tell if she was really asking a question or not with this matter.

"That depends. Just who are 'people like you'," Hawkeye asked.

"Um, criminals? How else would you describe someone who brainwashed someone and then used him to help her commit crimes," Jessica pointed out.

"Well in the typical sense, that would be a way to describe a criminal, but I don't think that can be applied to you," Hawkeye argued.

"What? Hawkeye, you can't be serious," Ms. Marvel protested.

"Yeah, man. She messed up my head and made me do things that almost got my friends killed," Falcon reminded him.

"I'm well aware of that, and I can guess as to why she did it. After all, someone who screams at you to not kill someone doesn't strike me as the type of person who wants to turn to a life of crime," Hawkeye countered, and from the sound of his voice, he was more than a little sure of that idea.

"Don't talk like you know me or what I've been through," Jessica snapped. Her face and attitude both sobered up a lot after that, though part of it might have been due to how surprised the others looked when she said that. More than that, she was sure that they could all now see clear as day just how much her past had hurt her, and the fact that she was trembling was probably just broadcasting it all the more clearly.

What Jessica was not expecting was for Hawkeye to take a knee and softly encourage her, "Then tell me, because I really don't think you want to be living a life like that, and we do want to help you if we can."

She looked at the archer for a moment, searching for any sign of deception, and when she found none, Jessica finally let down her defenses and started to open up. "My mother died giving birth to me, and my father…he was…bitter about it for a long time, to put it mildly. There were days when he came home drunk, and even when he didn't, he would often look at me in disgust like he blamed me for what happened to my mom. I wish it had stayed at just harsh looks though, but one day, when I was trying to study for a test, he came into my room looking even angrier than usual, and the next thing I know, he was…was…hurting me."

"How do you mean? Did he beat you," Clint asked. He did not want the girl to recall these memories, because he could tell that it was hard for her just in how she had a harder time talking as she went on, but he knew that she had to get all of this out before it ate her up inside.

"Yes," Jessica whimpered, doing her best to keep any tears from so much as forming and just barely succeeding. "It got so bad I had to stay home from school the next day, and he lied and said that I had gotten hurt doing something in the garage. I thought it was just a one-time thing at first, and figured he had just been having a rough day or something. I know now that wasn't any excuse, but I was just a kid at the time and I was scared to say anything in case it did end up being something that happened again. The thing is, it did happen, and he was sober every time, until one night, he came home drunk, and he…he…did things to me."

"Wait. You don't mean," Carol started to ask, barely able to say it herself, since the idea was so sick and wrong in her mind.

Jessica was unable to say the words, but instead just slowly nodded as she said, "It was all happening so fast, and I couldn't do anything to stop it. I was…violated by my own father, and in that moment, I had never been so terrified or weak in my life. I didn't want to feel that way ever again, so I ran away first chance I got. I didn't ever look back, partly because I didn't want to, and partly because I was afraid that if I did, I would see him chasing after me, glaring down at me, and ready to hurt me or…" Jessica was barely able to talk that clearly at that point, given how painful the memories seemed to be, and neither Hawkeye nor the Avenger students could blame her. It was only natural that Hawkeye wrap one arm around Jessica's shoulders while quietly telling her to take a minute to calm down a bit before she went on, and the effort was very much appreciated, because Jessica did indeed calm down a little before she got into the next part of the story. "I had been running for so long that the days started to seem like they blurred together, and I was lucky enough to remember when my own birthday was. Not that it was hard to forget, seeing as that would be the day when the beatings my father gave me were the worst."

"And that's when HYDRA found you, right," Hawkeye filled in.

Jessica nodded in response. "To be more specific, it was when Madame Viper found me. Apparently, HYDRA has a tendency to pick up kids from the street who are either unwanted or just so desperate for something that they'll do anything to get it. When she offered me a chance to become strong, I didn't hesitate at all. I never wanted to be as weak as I had been that night with my father ever again, so of course I was going to take any offer for gaining strength that I could get. I never realized that it would come with a downside."

"W-what kind of d-downside," Janet stuttered, honestly afraid to know but too curious to not ask. She was not really fond of these kinds of stories in general, and considering the direction it was going, she was pretty sure that it was not going to get any better any time soon.

"I ended up becoming a human test subject for their attempts to create their own Super Soldier Serum. At the time, HYDRA thought the best way to do that was by creating an army with spider-powers. Out of all the test subjects though, I was the only one it actually worked on. I've now got spider DNA in my system, along with the ability to stick to walls, shoot bio-electric venom blasts, spider-like agility and speed, and my pheromone powers, all because of HYDRA," Jessica explained. "They really liked that one, despite the fact that I could barely control it, less so back then than now, and they trained me tirelessly for days-on-end to make sure I would be one of their best operatives. Often times, I would even miss out on meals just because I had messed up one or two small things in my training, and when I wasn't doing that, I was being poked and prodded so that they could figure out why I was the only one that it worked on. Eventually they closed the door on it though, figuring that a super spider soldier army was impossible, and I was just trained like any other special operative, or put on ice like some of the more dangerous and skilled ones, like Winter Soldier."

"Why do I get the feeling that it didn't stay that way," Falcon muttered in a way that was almost barely audible.

"Because it didn't," Jessica confirmed. "One day, they pulled me out to say that they were continuing the experiments and needed to find out why it worked on me and none of the other subjects. They didn't explain why, and when I asked, I was just hit with a jolt of electricity while they told me it wasn't my place to question them. It didn't keep me from finding out why the interest in a super spider soldier army was renewed though."

"So why was it," Janet asked.

Jessica just stared at them for a moment before she slowly turned and pointed to one person in the room as she said, "Because of him."

Instantly, everyone was turning to look at who Jessica had singled out, and while it probably should not have come as such a shock, it was still surprising to find who the person she singled out was. "Me," Spider-Man asked in disbelief. "What did I do?"

"You showed up," Jessica half snapped. "The minute that word started getting out that there was a man with spider powers stopping criminals, HYDRA started thinking that it might be possible for their program to work, and it was only further enforced when people actually started getting pictures of you to prove it."

"Not that said proof is all that great. Most of the pictures and videos I've seen are pretty lousy or barely show all that much of him at best," Wasp whispered to herself. Sure, she had seen some of the videos that Tony had found and enhanced to prove that Spider-Man existed, but aside from that, all the others were very lacking in quality.

"So you wanted to avoid being a lab-rat again and escaped HYDRA first chance you had before coming to New York," Hawkeye filled in.

"I'll admit, it probably wasn't the best decision in the world, but it wasn't entirely my fault. I overheard a few HYDRA scientists mention that the subjects in their Super Spider Soldier Program were somehow programmed to be able to sense one another or just others like them; meaning people with spider DNA. I'm not sure if it was to ensure that they wouldn't run the risk of their own soldiers taking each other out or so they could track down any that escaped more effectively, but I do know that they only partially succeeded with me. Yes, I was still able to pick up on others with spider DNA, like I did with Spider-Man and it did draw me to him a little bit for whatever reason, but not to the point where I was able to recognize it right away, or even act to either capture or kill him. All I wanted was to get away and never be weak again, but no matter what happens, I'm still just that pathetic little girl who…who was…"

At that point, Jessica finally broke down and started crying, barely even registering that she had thrown herself into Hawkeye's arms while she did until she felt his arms wrap around her comfortingly while his shirt became damp from her tears. Looking on, the five students could not help but sympathize with her a little, and feel a bit bad for how some of them had thought of hurting her back just because she caused a few problems for them. Yeah, she messed with Falcon's head, but compared to the things that she claimed to have been through, they could not help but feel like that was a small time offense. No one deserved to end up in situations like Jessica had, and especially not at the hands of their own parents, and seeing how much it had broken the poor girl down, they had to wonder why they ever thought of her as being someone who needed to be locked up like a criminal.

All the kids wanted to do now was try and help her somehow, be it to stay out of HYDRA's grasp or to get over the trauma and pain of her past, but not one of them was really sure how to do that. They may not have had easy lives, but compared to Jessica, they had to wonder if they got off lucky. Even Luke could not help but think that he had been a lot luckier than Jessica had, given that his father had remained a good man despite the hard times he had ended up facing, and the idea that Jessica's father had done something so bad to her made Power Man want to go out and find the bastard so he could crush his head with his bare hands. Hawkeye must have sensed this in the kids, or he just felt the same way as them, because he was soon dropping a little bit of a story of his own on them. "You know, despite what you may think, Jessica, I do know something of what that's like," the archer said.

"H-how could you," Jessica hiccupped, barely able to make it so that she sounded angry at that comment.

"You think you're the only one who's run away from home because of a bad parent," Hawkeye asked. "My dad was an abusive drunk who died in a car crash due to drunk driving, and my foster father not only just as bad, he was even worse. When I tried to fight back against him, he tried to run me over with his car. Luckily, I was saved by a passing circus performer who went by show name Swordsman. He then took me under his wing so that he could teach me everything he knows, and that's how I became such a good acrobat and archer. It all ended up spitting back into my face though when I found out that Swordsman and the carnival I had joined were actually a criminal organization known as the Circus of Crime, and I wanted out of it, so after joining them on a couple of heists until they could trust me a little better, I tripped the alarm on the building of our last job together and got us all caught. No doubt Swordsman and Ringmaster still want my head even to this day."

Jessica stared at Hawkeye in awe for a minute. She could hardly believe that one of the Avengers, the team known as Earth's mightiest heroes, had actually had a life that was almost just as rough as hers. It was just too good to be true, and when that was the case, it usually was. That was why she just had to ask, "Why are you telling me this?"

"Because after all of that, someone offered me a chance to make a better difference in the world, and as you can see, I didn't hesitate to take them up on the offer. Now, I'm making you that same offer," Clint explained, surprising Jessica a little. "Jessica, despite how it happened, you've still got the ability to make the world a better place, and you've already proven that you've got the right mindset for it."

"I have? When," Jessica asked.

"Well unless I heard wrong, you stopped Falcon from killing Spidey earlier, and that tells me that you don't want others to die if you can help it," Clint revealed. When Jessica did not say anything to confirm or deny this fact, Hawkeye knew he was on the right track, and continued to press on. "Jessica, believe me, if you really want a better life or even just to help others have a better life, then this is the first step in making that happen. You can come with us, join Avengers Academy, and we can keep you safe from HYDRA."

"Do I have a choice," Jessica asked, thinking that she did not. After all, from where she was standing, her options were either join the academy or go to jail, and she did not like the idea of the latter.

"Of course you do," Hawkeye said. "If you don't want to join Avengers Academy, we can at least do whatever we can to help make sure that you don't have to worry about HYDRA again. So the question is do you want to just keep running and live a peaceful life away from HYDRA and everything else involved in this life, or do you want to take a stand, and show that they can't hurt you anymore by joining us?"

Jessica was amazed to hear this. All of her life, she always thought she never had any options other than what others demanded of her, but now, someone was here offering her a decision on what she wanted to do. It was a little too much for her to take in, but she still managed to keep some form of coherent thought about her so that she could think it over a little. If she were being honest, she did want to get away from HYDRA and have nothing to do with them ever again, but she also knew that Hawkeye had a point in saying that she could make a difference in the world. Maybe that was what she really wanted more than anything: to keep others from suffering the same way or in similar ways to how she had. Eventually, she turned her gaze to the five teenagers that were also in the room, and saw nothing but faces that were either encouraging her or begging her to accept. Well, for the most part anyways. She could not see Spider-Man's face since it was hidden behind his mask, but she had a feeling that his expression was like one of the others.

Seeing all of this, and realizing that there was indeed someone who was able to sympathize with her at least a little, and who wanted to help her without asking for anything in return, Jessica eventually wiped her eyes and looked at them all as she said, "I want to join."

Everyone smiled when they heard that, and after Hawkeye helped her back up onto her feet, they all quickly left the building so that they could return to the academy, all of them eager for the long rest that would be awaiting them when they got there. Though of course, they all knew that there would be other things as well, but they were honestly a little too tired to care about that at the moment. After all, fighting HYDRA terrorists was tiring work, especially for rookie heroes like them.

* * *

It took very little time and convincing for the Avengers to let Jessica join the academy, and shortly afterwards, she had been taken to the school's medical facility so that Hank could help remove any remaining HYDRA programming, including the ability to sense others with spider powers. Peter had to ask if she was sure she wanted it gone, considering that it could come in handy in case HYDRA did have others who made it through their little spider-style super soldier program, but Jessica insisted that it was for the best. There was still no telling what else was involved in that particular ability, and she was not willing to take the chance. Neither was anyone else, which was part of the reason why Hawkeye even went so far as to call in Professor Charles Xavier for assistance in making sure that all mental programming was removed from Jessica's psyche while they were heading back to the school. Thankfully, the most powerful telepath in the world was already there by the time the team had returned, and was happy to get started right away.

A few hours later, Jessica was completely free of any HYDRA programming and the spider-sensing ability, and was quickly being shown to her new room on campus by Wasp and Carol, both of which were still throwing her cautionary or uneasy glances every so often. Jessica was not entirely sure why they would be doing so after supporting her joining the academy, but she did have a suspicion or two, and after finally being introduced to her new accommodations in the campus dorm, she finally decided to confront the two on it. "So, any particular reason why you two are acting like I'm going to suddenly pull a fast one on you," Jessica asked just as her fellow superheroines-in-training were about to leave.

Carol immediately clammed up, not wanting to say anything just yet, while Janet on the other hand stuttered for a little bit as if she were trying to hide that she was feeling antsy around Jessica at all. Eventually, the Wasp gave in and said, "I'm telling you right now: if you don't keep your mitts of Spidey or hurt him in anyway, you'll find out just how nasty a sting I can give you."

Jessica had to smile a little in good humor at that, making Janet think that she believed she was joking for a minute, until the spider-powered girl said, "Hey, you don't have to worry about that. Trust me, he might be cute in a geeky sort of way, but he's not my type. Plus, I'm pretty sure he's not interested in me anyways, so that's a few points in your favor."

"Oh. Well…okay then," Janet nodded, not really sure what else to say at that point, until that last bit registered for her. "Wait. Why would it be a few points in my favor if he's not interested in you?"

"You'll find out sooner or later," Jessica grinned with a bit of mischief and a little bit of knowing.

Janet just left the room after that, completely mystified by what Spider-Woman meant by what she was saying, but both of the other girls could see that there was a hint of a small smile on the size-changer's face along with a distinct blush as she left. They both got a good laugh or two out of that for a minute until Carol finally asked, "Obvious to you too, huh?"

"Girl, the only way it'd be more obvious is if they started wearing neon signs that announced it to the world," Jessica chuckled. After finally calming down, Jessica looked to Carol and said, "So, I'm going to go out on a limb here and guess that you're going to give me the same warning in regards to Sam?"

Carol quickly became silent after that, and then said, "No. I-I was just going to say…to say that you shouldn't try anything that would hurt my friends or anyone else here."

"Okay, so then, you don't mind if I do try and steal Sam away from you," Jessica lightly teased.

"Yes, I do mind," Carol quickly snapped, only to recoil a minute later when she realized what she said. "I mean, no, I don't, because he's not mine, so you can't steal him away from anyone. A-and anyway, he's more obnoxious than anything else, so I honestly feel sorry for you about the fact that you even like him that way at all." The blonde then paused for a minute before asking, "Wait, do you like him like that? Or was it all just a ploy to get what you wanted?"

Jessica's smile faded a little before she said, "Well…not all of it was a lie. Some of it was real for me. I just hope I can prove that to him before he finally wises up about his feelings for you."

Carol rolled her eyes at that before turning and saying, "Yeah, you and Janet are going to get along just great based off of that alone."

While the blonde did not say it, Jessica knew that she was basically confirming what the brunette already figured out, and she could not help but smirk in anticipation of the challenge there. She put it aside for the moment though as she headed for the gym, since there were still a few more people here that she needed to talk to about the whole ordeal that she recently put them through. She got a bit lost for a minute in trying to find the right gym, but she did eventually find the one that all of the guys were currently using to get in a quick workout to round out the day. She easily spotted Luke first, which was not difficult anyway, considering he was the only one lifting giant weights that looked like they could be electronically adjusted to any setting, but locating the two she wanted to talk to most took a little bit of extra effort. Eventually, she did spot them both over by one of the punching bags, with Sam throwing a series of blows into the bag while Peter spotted for him.

The moment she spotted the two boys, Jessica stopped in her tracks while her resolve wavered greatly. On the one hand, Sam probably wanted nothing to do with her after learning about what she had done to him, and what she had made him do. It honestly still surprised her that he was just as okay about letting her attend this school as the others were, because she was sure that he probably hated her by now. Then there was the matter of Spider-Man. For the longest time, she had blamed HYDRA's renewed interest in making her a lab-rat on him, and even now, the idea of being in the same room as Peter made her a little nervous. When you add in the fact that she had deduced his secret identity without him telling her, the fact that she had attacked him, and what she had done to his friends, you could definitely see why Jessica was not too eager to approach Spidey any time soon, if ever if she could help it. To be honest, that was a big reason why she had originally come to New York: to seek out the infamous Spider-Man and do something to make him pay for indirectly causing some of her suffering, and she probably would have too had she not gotten to know him a little better. Hey, she actually had been paying attention to what he was saying and doing when he was "interrogating" her at the café, and it was because of that she was able to learn what a kind, honest soul that Spidey was beneath the webs. The reminder of that one fact alone, along with the fact that she was sure that Sam might be of similar character if he was such a good friend of Peter's helped her to gather her courage and finally approach the two.

"H-Hey, you two. Can I, uh…talk to you for a minute," Jessica nervously asked. Okay, so maybe she had not gathered up that much courage by the time she had reached them, but at least it was enough to go up and start the conversation at all. Give her a break.

Sam and Peter both paused in their workout for a minute to stare at her for a few seconds, and after exchanging a glance between one another, they both looked to her again as Sam asked, "Is something wrong, Jess?"

Hearing Sam call her by her nickname made Jessica feel a little more reassured about what she was doing, so she plucked up a little more courage and said, "I just wanted to apologize, Sam, for what I did to you. I was really scared and desperate, but that was still no excuse for doing what I did, so I'm sorry."

Sam just stared at her for a minute, not saying anything and not giving away anything through his expression either, until he finally asked, "Was it all a lie to get me to help you?"

Jessica knew that was coming, and she already had a good idea on how to approach this. She quickly strode up to Sam and pressed her lips to his cheek for a quick peck, surprising the jetpack-using boy a bit even as she leaned back with a small smile and said, "Not everything."

Sam just kept staring at her for a minute before a small smile graced his lips as well, along with a faint blush that drew a giggle from Jessica, and the two probably would have stayed like that had Spidey not reminded them of his presence with a small cough. Upon remembering his friend was there, Sam looked to Peter and said, "While we're on the subject of apologies, I wanted to say I'm sorry too, Pete. You know, for getting a little rough with you."

"Oh, you were getting a _little_ rough," Spidey asked, his tone playful to show that he was not holding it against Sam.

Sam just laughed in response to Peter's joke and said, "Okay, I may have deserved that, but seriously man, even if I was under someone else's control, I shouldn't have done what I did."

"Hey, don't worry about it. As far as I'm concerned, it's water under the bridge," Peter waved off, and the two were soon exchanging a fist-bump to show there really were no hard feelings between the two of them.

Jessica smiled at this little show of friendship, and she would have let them go back to what they were doing before, but she still had something else to take care of before she was done here. "By the way, Peter…"

"Let me guess. You want to apologize for what you did to me? Like I told Sam, water under the bridge," Peter reassured his fellow super-powered teen.

"That's nice to hear, but I was actually going to ask you about something else," Jess clarified, getting both boys' attention. "Back at the café, you said that you weren't interested in me for another reason besides not wanting to go behind your friend's back. Care to elaborate on what that was?"

The minute he heard that little reminder, Peter's face instantly became the same color as his mask, because knew exactly what Jessica was talking about and he did not want to share that information just yet. Still, given the teasingly inquiring looks that Sam and Jessica were both giving him, and the one that he could have sworn that Luke was giving him because he was sure that the indestructible teen was eavesdropping the whole time, he knew he was not going to get out so easily. Realizing this, Peter just sighed in defeat and admitted, "Well…there might possibly…may be…another girl that I really like."

"I knew it," Jessica grinned in triumph. "And I'm sure Janet will be very happy to hear about that."

"I-I never said it was Janet. What makes you think I was talking about Janet? Sh-she's just a friend," Peter stuttered.

"Sure, Pete. We believe ya," Sam reassured his pal, but his sarcastic tone made it clear that was not the case, much to Jessica's amusement.

"Well you should, because I…well, I mean…she's…a-and…"

"Sweet Christmas. Just stop denying it already, will you? It's obvious to everyone here but Janet herself," Luke playfully groaned, proving Peter's theory about him eavesdropping on the conversation.

While Spider-Man just continued to sputter and stammer excuses and denials, the other three all just laughed at their friend's poor misfortune. Eventually though, Peter gave up trying to resist and joined in on the laughter, knowing that things at this school just got a lot more interesting after today.

* * *

 ** _AN: Well, there's Jessica Drew's backstory and the conclusion of her recruitment to the school. You didn't really think I was going to give her a Spider-Sense when she doesn't typically have one by default, did you? Of course HYDRA was going to have a hand in why she could sense Spidey. As for the whole backstory, aside from her time with HYDRA, I've gotta be totally honest and say that I really know next to nothing about Jessica Drew's life story before she became Spider-Woman. I really made a majority of it up, which was actually a good thing, because I needed to have Hawkeye come in and show the girl that there were others out there who had suffered almost as much if not just as much as her and still came out better for it, and there aren't many better examples of that on the Avengers than the resident archer himself._**

 ** _Jess: Still kinda think it's a little messed up that I had that kind of story._**

 ** _AN: Hey, I'm not proud of it either, but for the sake of storytelling, this had to be revealed. That being said, I want to make it clear that Winter Soldier is indeed a teenager like the other Avenger students. Hopefully that was already implied by how his attitude was the typical cold, disinterested, calculating type you normally see from him, but instead a bit haughty, boastful, and typical of that one kid who thinks he's best at everything and should have stuff handed to him because of that. Don't expect that to be the last time he shows up, because he'll be coming back for a future round with the students later in the story, and before anyone asks, yes, he's Bucky, so you can take a wild guess on what that means for his allegiances in the future as well._**

 ** _Spidey: Anyone else think that some of us forgave Jessica a little too quickly?_**

 ** _AN: Hey, she gave her reasons, and this chapter definitely showed that she was not being the bad guy because she wanted to be. Besides, you're not really one to talk. You tend to forgive others pretty easily all the time. Examples: Kurt Connors, Scarlet Witch, Eddie Brock after he became Anti-Venom (kinda), you're old high school bully Flash..._**

 ** _Spidey: Time out, time out! Connors didn't need to be forgiven because all the bad stuff he did was a result of him turning into The Lizard. Technically, none of that was really his fault. More importantly though, why would I need to forgive Scarlet Witch for something?_**

 ** _AN: Remember House of M?_**

 ** _Spidey: Oh yeah. Never mind then. For those of you who don't know, House of M is basically a huge comic book event in which Scarlet Witch went completely nuts and used her powers to change reality, making what should've been a perfect world for a lot of different people, but ultimately came to an end once everyone's memories of the real world came back, and then led Wanda to a breakdown that caused most of the mutant population to be wiped out. Sorry for the spoilers for those of you who haven't read that yet._**

 ** _AN: Anyways, if you're wondering about Jess's Spider-Woman outfit, just look up the latest version of it online, or look at the Rank 5 outfit she sports in the Avengers Academy app, and you'll see it in all of it's glory._**

 ** _Well, with that said, Jess is now part of the team at the academy, there's now a serious love triangle thing going on between her, Carol, and Sam (despite what the last two may say), Spidey had a little more fun poked at him in regards to his feelings for Wasp, and now, all we have left is to see who shows up next chapter. Which we'll find out the minute I say Onto the Preview!..._**

 ** _What starts out as a good day soon turns sour, as the Avengers Academy students end up joining most of the main team on the latest recruitment mission. This time, there are two new potential students, and they've got to go all the way to Sokovia to meet with them. Will these two really be all that eager to join the heroes, or will Madame Viper get to them first? It's going to take a lot to catch up with this fast-moving teen and his strange sister, but maybe the heroes-in-training will have an extra edge thanks to the newest recruits that had just joined the school that morning. After all, one is very good at shaking things up while the other can provide quite a shocking turn of events in a given situation, so it wouldn't be too farfetched, would it? Find out next time, as the adventure at Avengers Academy continues!_**

 ** _Okay, I know that its a bit of a give-away as to who two of the new characters to join the story will be next chapter, especially for anyone who's kept up with the movies of the MCU, or at least saw Avengers Age of Ultron, but just in case it isn't for everyone, try not to mention it in a review so that you spoil it for them. And yes, there will be a total of four characters showing up next chapter, two of which will joining right from the start of things, just to make that clear. If you've watched Marvel's Agents of S.H.I.E.L.D. then you might have already guessed who the other two are. Aside from that though, I'll try not to leave this hanging for too long again, but I make no promises on the matter. So until then..._**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


	8. Sets of Two

_**AN: Hi everyone! Sorry for the long wait, but as I have mentioned before, I do have other stories to work on besides this one, including the recently completed Kingdom Hearts: Dual Keys. Check it out if you're a Kingdom Hearts fan and you haven't already, or if you have read Keyblades of Future Past and would like to see the first story that comes from the new timeline that was created as a result.**_

 _ **Spidey: Hey, speaking of that, I've gotta ask, are you going to go back and change a few things around in Keyblades of Future Past after seeing the newest trailers for Kingdom Hearts 3?**_

 _ **AN: You know, I've actually gotten that question a couple of times now from a few different people, and I just might do that, but it may take a little while. That's an entire chapter that I would have to rewrite, along with a number of other scenes and moments as well, and as I said before, I have other stories to update and work on, including how I'm hoping to start the next story of the Keyblades Unleashed series sometime before the end of the summer, at least. Add in the stuff I have to take care of IRL, and...well, you get the idea.**_

 _ **Falcon: Just tell me that you're going to try and have an update for one of your Captain America stories ready for when the Fourth of July comes around, cause you know that you can't let that holiday pass without posting something in one of those.**_

 _ **AN: I certainly intend to do my best in that regard, so keep your eyes open for that. Anyways, let's answer a couple of questions that our reviewers asked before we get into things.**_

 _ **First off, one or two people have asked about whether or not Peter would get the symbiote suit later on down the line, and the answer is yes, since we can't have Venom, or any of the varieties of Venom without Spidey getting the symbiote first.**_

 _ **Wasp: I'm pretty sure that the Venom movie coming out later this year would disagree with you on that.**_

 _ **AN: Don't care. As interesting as that may look, I stand by what I say and believe. Anyways, regarding the feelings that everyone expressed about Jess's backstory here, I just want to point out that this is not a cannon thing for Spider-Woman in the comics, as far as I know. There's not really a lot for me to go off of in regards to Jessica Drew's history before she became a spider-powered person, so I decided to get a little creative with that. To be quite honest, I did not enjoy writing about most of that, and it made me feel pretty sick afterwards, but I felt that it added to the story, so...yeah.**_

 _ **Jess: I'm not okay with any of that.**_

 _ **AN: I know, but if it works for the story, what can I say? Is there anything else we can say before we start today?**_

 _ **Spidey: Not that I can tell. Anything else that we could answer would be explained in the actual story of the chapter or is something you just want to cover in the ending author's note.**_

 _ **AN: Alrighty then, let's not keep everyone waiting. Off to class everyone!**_

 ** _I do not own anything from the Marvel franchise or any other franchise mentioned in this story._**

* * *

 **Chapter 8: Sets of Two**

Despite being willingly accepted into the academy, Jessica's integration into the routine was actually something of a slow burn. It was not a matter of whether or not they trusted her, but given that she did used to be involved with HYDRA, willingly or not, and how her first meeting with them had gone, Jess could not really blame any of them for feeling weary of her, at least. Sure, they had all said that everything that had happened was forgiven, but actually putting such things into practice was a little more difficult than they probably realized. Then again, she was not really making too many efforts to go out of her way to show that she could be trusted now, but that was only because Jessica did not want to push her luck on anything right now, just in case her efforts ended up backfiring on her in spectacular fashion. It was actually close to a week or two before any of her classmates made an attempt to really open up to her on a level that was more than necessary, and to be honest, she was a little surprised by who it was that did so.

She had partially expected Sam to be the one to come and talk with her first, mainly because he seemed to still be willing to get close to her despite what she did to him, but in reality, it was actually Peter who made the first move. While that had probably earned her a few jealous looks from Janet, Jessica was too happy about the fact that someone here was trying be friends with her now to care all that much, so she did not shy away from Peter's attempts at being a friend to her. Eventually, seeing Peter talk with her more often than they had to convinced the others to come around as well and in no time at all, it was like Jessica had been part of this little circle of friends from the start. That did not mean that she was saved from the jealous looks that Wasp would throw at her whenever she saw Spider-Woman sitting alone with Peter for whatever reason.

One such time was actually taking place on a Friday night almost a week after Jessica had started opening up to them all, and while she could not hear what the two were saying, given the smile on each of their faces, Janet was quickly assuming that they were not just exchanging friendly conversation. "What're they laughing about over there," the Wasp grumbled as she practically glared holes into Jessica's head. "I mean really, Peter's funny, but there's no way she thinks he's that funny."

"Neither one of them are laughing, Jan. They're just smiling at each other," Sam pointed out to her as he attempted to enjoy his dinner. It was pizza night, and it was a little hard to enjoy pizza night when one of his best friends was acting like a jealous girlfriend.

"Well they look like they are," Janet huffed in response.

"Come on, Jan. Jess already told you that she's not interested in Peter, anyway. Besides, they probably just found out they have something in common like a favorite TV series or something and are reminiscing about their favorite moments from the show," Carol tried to reason with her. It was a little hard for her to do at the moment, since part of her was secretly glad that Jessica was not trying to flirt with Sam at the moment for reasons she did not understand, or just did not want to acknowledge.

"Yeah, right. More like she's still got some kind of weird spider-voodoo in her that's making them attracted to one another," Janet grumbled.

"Uh, wasn't your godfather one of the people who helped make sure that all of that was out of her system? I mean, don't you have faith in his abilities," Luke questioned as he sat down, having just returned from getting a third helping of at least three or four slices of pizza. A guy his size tended to eat a lot more than most people would think after all. He was actually tied with Peter when it comes to who among the students eat the most.

"Well, maybe it's something on Peter's end then. No one's ever thought about that, have they," Janet questioned.

"Or maybe your just jealous and are making up wild theories in a sad attempt to hide it," Carol teased.

"I-I am not! That'd be…That'd be crazy," Janet insisted, but her bright red face easily betrayed her. When her friends just grinned at her, knowingly, she turned away from them after taking an angry bite out of her slice of pizza, which she had only just now touched, and resumed glaring at the two spiders. "I'll bet she's probably trying some kind of line on him right now just to see how he'd react."

"…And once you've redistributed those factors, the rest of the solution should just fall right into place," Peter finished as he indicated a few points on the paper that Jessica had filled up with chemistry homework. In truth, that was all that they were really doing at the moment, since Jessica had insisted on getting Peter to tutor her for some of their classes. Running away from home when she was really little did mean that she unfortunately missed out on a lot of regular schooling, so she was understandably behind. She was just glad that Peter was able to simplify things for her much better than Pym or Stark could.

"I think I've got it," Jessica nodded as she did as her fellow spider instructed. After slowly working her way through what was left, she turned to Peter so that he could see her work, and asked, "Is this about right?"

Peter studied the page for a minute glancing between the work and Jessica while keeping silent, just for dramatic effect, and when he saw that Jess starting to appear nervous, he finally smiled and said, "Perfect. You see, you're a natural at this."

"Well I certainly hope so. Understanding chemistry a little better might help me to get a better handle on my pheromone powers, at least according to Doctor Pym," Jessica revealed with a sigh of relief. "It'd be nice to not have to worry about making every guy around me go crazy every time I get stressed out, unless I want them to."

"Yeah, I can only imagine," Peter grinned in response. "But can you really tell me that you don't enjoy living every girl's dream to have boys falling at your feet everywhere you go sometimes?"

A few weeks ago, Jessica probably would have groaned in disgust at that remark, since she had hated her pheromone abilities so much, but now, she could tell that Peter was joking a little when he said that, and had no problem letting out a small giggle at said remark. The two were about to move on to the next problem on Jess's homework, when Fury's voice suddenly rang out over the intercom, requesting the students to report to the Main Assembly Hall. After scarffing down their food and packing away any work that they had on them, the six academy students all raced over to said room as quickly as they could, knowing that this was probably going to be important since they would most likely be called into the Main Assembly Hall when it was not a school night for some big announcement. After all, the last time this had happened was when Spider-Man had joined Avengers Academy, and that was a pretty big announcement on its own.

Unlike the day when Spidey joined the academy though, the students did not have to wait long before they found out why they were called in, because Cap and Fury soon stepped into the room with a pair of teens almost two minutes after they had all gotten seated. The teens in question were a young man with blonde hair and a girl with shoulder-length dark hair. The girl's attire was rather basic, in that it was an all-black suit that seemed very similar to the uniforms that SHIELD agents wore, but it also had the added addition of a pair of silver gauntlets on her arms, along with a similarly colored belt. The boy on the other hand went with something that was much more casual in appearance, consisting of a red shirt, a brown coat, and blue jeans. Simply put, these two were very unassuming in appearance, but they had to figure that probably meant that they were going for that so that they could hide how much power they were really packing.

"Kids, meet your new classmates: Daisy Johnson and Lincoln Campbell," Fury introduced to the seated kids.

"Just so you guys know, you can call me Quake when we're in the field," Daisy informed them with a cocky smirk. "We're still trying to come up with something catchy for my boyfriend here. Mainly because he refuses to go by Sparky."

"Because it's a sidekick name, and I'm not a sidekick," Lincoln grumbled.

"Well duh. You're at Avengers Academy now, so no one's a sidekick," Wasp cheered as she flew down to the front of the room, albeit with a much more sedated pace than the one she used when Spidey was introduced. "Anyways, I'm Janet, and that's Sam, Carol, Luke, Jessica, and…uh…"

"Peter," the web-head finished for Janet, knowing why she was hesitating on his introduction. "But I prefer Spidey."

"Spidey? Like as in the Spider," Daisy asked, with a tone of excitement in her voice that sounded suspiciously a lot like Wasp's when she first met Peter.

"Why does everyone always…," Peter started to ask, before he took a deep breath to calm down before he completely lost it. "First off, it's Spider- _Man_ , not the Spider. Second, yeah, that's me."

"Okay, this school just got a lot cooler," Daisy grinned as she speed-walked over to Peter so she could shake his hand. "I've followed a lot of your exploits via the videos and photos that were posted on the web, and even found a few things about your actions that others had missed while I was poking around in other places that most people don't think to look. You're really good at the hero thing. Kinda surprised that you're a student here though."

"Well what can I say? There's always room for improvement, and Iron Man and Captain America gave some pretty convincing arguments," Spidey shrugged after he got his hand back from the new girl. "So…what can you guys do? I mean, do you have powers, or are you guys like Sam in that you're normal people with some fancy tech?"

"We both have powers," Daisy easily replied. "I can control vibrations and release them so that they can produce an effect similar to earthquakes or vibrational-based blasts, and Lincoln has electric powers."

"Kinda like Thor," Sam asked as he came down from where he was sitting.

"Not really. I don't need to channel the lightning through an object or anything, I really just point and blast," Lincoln corrected. "It's really more like that one Xavier kid…I think his name's Berserker. Thankfully we didn't run across them first, otherwise we'd have to explain that we're Inhumans and not mutants."

"Huh," was the collective question that followed that last detail.

"Oh, right. You guys probably don't know about the Inhumans, do you," Lincoln realized, his tone steadily growing sheepish as he spoke.

"We're basically people who have slightly altered DNA because of some experiments that an alien race performed on our ancestors years ago. Unlike mutants, are powers don't become active unless we're exposed to a process called Terrigenesis," Daisy explained.

"And how often does that happen? Like, is there some kind of food that we should be having people avoid or…" Luke asked, thinking that it would be good to know this information. If people were already getting worked up over mutants, he did not want to think about how they would react to Inhumans.

"Relax. Terrigenesis isn't something that can happen anywhere to just anyone," Lincoln reassured the indestructible teen. "It does involve a certain type of crystals, but they're really hard to come by. Most of the time, you can't even find a crystal without already knowing about the existence of Inhumans, or knowing someone who knows about them."

"We were actually looking for a way to link up with some other Inhumans, since we've heard a few rumors about some safe havens for us, but then Iron Man showed up with Agent Coulson, offered us a place here, and now…here we are," Daisy finished. "Probably for the best. A lot of those rumors were way too far-fetched to be real."

"Why's that," Carol asked.

"Because most of them were about a hidden city for Inhumans up on the moon," Daisy revealed. "I mean, how could that be true, right?"

"Well considering I got my powers from an alien energy blast, while Spidey got his from a radioactive spider bite, there's could be a chance it is real," Carol pointed out.

"Yeah right. There's no way someone could have kept an entire civilization hidden up on the moon, especially not from all the exploration missions that astronauts have sent up there," Sam scoffed in disagreement.

It looked like Sam and Carol were about to go at it again at that point, when Iron Man suddenly rushed into the room, already wearing most of his armor, save for the helmet, and with a slightly worried look on his face. "Sorry to interrupt, Old Man and One-Eye, but those potential recruits we were tracking in Sokovia…yeah, I think we might want to consider bringing them in ASAP."

"What happened," Fury immediately demanded, his tone a clear indication that he had gone into full SHIELD agent mode. Seeing that, the students knew that this was probably serious, even if they did not really understand what was going on.

"Hard to say, but Widow reported that a lot of people suddenly started freaking out over something that wasn't there, while all the food and valuables were suddenly whisked away seconds after they had left. FRIDAY has already scanned the area and found out that our little brother and sister duo were the only ones who didn't rush out of the city in a panic, and given what we learned about them, the cause of the whole thing seems pretty likely," Tony explained.

"Still, last I checked neither SHIELD or the Avengers are too welcome in Sokovia, especially given what happened during the last time we were there. It would be too risky to send the team in," Captain America pointed out.

"Maybe in the case of your team, Rogers, but unless I'm remembering wrong…it's not a school night," Fury reminded the super soldier, glancing over at the students when he finished.

The two Avengers were quick to figure out what Fury meant by that, and they were not very fond of it. "No, that's too risky," Steve argued. "They're not ready for that kind of mission."

"Besides, two of them just joined up, and I don't remember Hawkeye or Widow saying that they had run them through any team building exercises lately since we added Spider-Girl over there," Tony pointed out.

"Spider- _Woman_ ," Jessica retorted, showing that she had heard that. She was mostly ignored though, as the adults in the room just kept on talking.

"If I recall, Rogers, you were the one who argued for bringing Spider-Man in because he had experience that the other kids didn't. Not only that, but at the risk of sounding like one of those teenagers, they can't get that experience if they're not allowed to go when the chance comes up," Fury argued in their favor.

"Um, don't we get a say in this," Spider-Man asked, hoping that his question would remind the three that all the students were currently still in the room. "Cause if there's a way any of us can help out, then I'm more than happy to lend a hand."

"Yeah, same here," Luke agreed, with the rest of the students all giving various confirmations of the same fact moments later.

The three adults looked over the students, until Fury gave the two leaders of the Avengers a look that practically screamed that he was winning this argument. Seeing as they were beaten in this round, Steve just sighed and looked to the kids as he started explaining the situation. "All right, you're in. This isn't anything too fancy though; just another recruitment mission for the academy. The only difference being that it may very well be more high-risk than any of the others from before, which is another good reason why you're all going on it. Black Widow, She-Hulk, and I will be leading this assignment, so you'll follow our lead. Just keep in mind, these two may be a bit more hostile towards us, so you will have to approach with caution. With what we know of their mindsets, they could prove to be a danger to both others and themselves. One is a young woman by the name of Wanda Maximoff, and the other is her twin brother Pietro. We'll send an image of them to your student ID cards once you all are ready to roll, along with information about their abilities."

"Question, why would they be hostile towards us? I mean, you guys are the Avengers, Earth's mightiest heroes. I can't really see anyone not liking you guys without being supervillains," Janet asked.

"Or if they're certain military/government leaders," Carol muttered under her breath, her mind immediately going to individuals like General Ross of the Hulkbuster Unit.

"It's really more of a dislike due to the fact that the Avengers are typically associated with SHIELD or similar organizations," Daisy explained, unintentionally cutting off Cap before he could. "The nation's been plagued by several wars over the years, and most of that is because of big organizations or powers like the US Armed Forces, SHIELD, HYDRA, or even Latveria. Add in the fact that a lot of the weapons that have normally hit Sokovia, unintentionally or not, were made by Stark Industries, and it's probably a better question as to why they _wouldn't_ hate the Avengers."

Everyone was silent after hearing that, staring at the new girl in surprise, until Tony finally asked the question they were all wondering. "How do you know all of that?"

Daisy's expression became a little more sheepish before she finally admitted, "I used to be a bit of a hacktivist. I was part of a group called the Rising Tide before I got my powers and met Lincoln, so hacking into various places and learning things that certain groups don't want the public to know about is something of a cake-walk for me. I even hacked into SHIELD once or twice."

"Hence another reason why we're recruiting her into the academy," Fury added on. "Better to have someone that skilled with us than against us."

No one could argue with that, and they were all a little more impressed with Daisy now. It was not easy to hack into SHIELD without being as smart as Tony, or having access to special equipment, so the fact that she was able to do so really showed that the girl had talent beyond just her powers. That was of mild concern right now though, because they still had a pair of twins to deal with. "Any other questions," Steve asked. When he received only silence, he closed out the impromptu briefing by saying, "All right, then grab what you need, suit up, and meet down at the Campus Hangar. Wheels up in ten. We've got a speedster and a possible telekinetic with limited telepathy to track down."

* * *

If you thought that things were going to be simple for the Avengers and their students in regards to this little recruitment mission, then you clearly have not been paying attention to how things have gone so far. The only difference here is that HYDRA was taking much more active measures to prevent the heroes from getting the brother and sister, and it all started when a HYDRA ship landed on the outskirts of the town that the two were currently hiding out in. After the ship had activated its cloaking field, Madame Hydra herself stepped into a car that had been waiting for her, and leveled the most fearsome glare she could muster on the terrorist group's Sokovia agent. He did not seem too perturbed by it though, because he continued to hold the same confident stance that he had when he saw the aircraft land.

"Welcome to Sokovia, Madame Hydra," greeted one Baron Strucker, his smug smile not faltering even slightly under the gaze of his fellow commander. "I trust your flight was without incident."

"Spare me the hollow pleasantries, Strucker. I'm not here for games," Viper growled. "What. Happened? I had left the two here in what I thought was _your_ excellent supervision and care, so how did they escape from you?"

"It was during a SHIELD raid. Somehow, the girl had used her powers to cause one of the guards to collapse from an overdose of fear and anxiety. I had already dealt with the issue, but by then, the boy had already whisked them both away. We'd been tracking them for some time, but since they had not made any moves to draw attention, we saw no reason to bother with bringing them back. As I recall, it was the Skull's orders to not give them reason to distrust or hate us."

"And yet leaving them alone has now allowed this to happen. One little riot against an outsider from the Americas, and the two are exposed to everyone, giving them the idea that's now perfectly fine to use their abilities like they don't have a care in the world," Viper growled, clearly not any happier after hearing that explanation. She then leveled a much more fierce glare on Strucker than before as she grounded out, "You will help me to ensure that this is brought under control, and that the two are brought back into our hands, otherwise, if the Skull doesn't have your head, I most certainly will."

"Rest assured, I fully intended to bring them in right after they had been exposed, but given the limited resources we have here, it was proving much more difficult than you can probably imagine," Strucker defended, waving his hand out like he could showcase an example of his division's resource problem from in their car. Viper's expression did not change though, and Strucker ended up having to wave it off in place of giving her some additional bad news. "You do know that the Avengers will be coming as well right? No doubt Stark and SHIELD have already seen what happened recently and will be sending their people."

"Of course I know that," Madame Hydra snapped. Her expression then changed into a very devious smirk as she finished, "Which is why we're going to make sure that the twins will coming running back to us, while simultaneously learning to either fear or hate the Avengers with every fiber of their being."

"I doubt that it will be very difficult for them to hate the Avengers, given that they have already shown to have a significant distaste for Stark," Strucker commented.

"Well after today, it will go from significant distaste to pure and utter hatred. I can guarantee you that," Viper promised, and soon enough, both HYDRA commanders were sharing the same devious smirk.

* * *

The flight over to Sokovia was relatively uneventful, aside from Spider-Man's attempts to make sure he did not have a panic attack, and the students and staff members of Avengers Academy had soon arrived in the small country, just outside the borders of the city that their potential recruits had been spotted in. Really, the only other point of significance for the trip was that Black Widow actually allowed Carol to fly the Quinjet, mainly on the grounds that they were not expecting to be in an aerial fight, and when the blonde managed a smooth take-off, flight, and landing, no one could argue when Cap said that Carol was likely going to be made a pilot in no time. Said blonde beamed with pride at that praise, but she did not let it distract her from her flying, a fact that everyone was very thankful for. They all knew just how much Carol wanted to become a pilot, both before and after getting her powers, so hearing something like that from Captain America was likely grounds for her to start cheering like a giddy little school girl on her birthday.

After they had landed, Black Widow made sure to activate the Quinjet's cloaking systems so that no curious passerby would be able to find it and damage the systems, intentionally or otherwise, and the group immediately started making their way into town. Right when they were within visual range of the area, Captain America decided that it was a good time for them to split up, with one Avenger being in charge of each team. Daisy, Lincoln, and Falcon assigned to Black Widow, Ms. Marvel and Power Man were with She-Hulk, and finally, Wasp and the two spider-powered teens were with Cap himself, much to the insect-themed heroine's slight displeasure. She was still feeling a little edgy around Jess after what she had seen earlier, but right now was not the time or place. With their teams decided, and after making sure they were all well-aware of what to do should they see their potential recruits, the Avengers set out into the town, each trying to either blend in or keep out of sight as best as they could.

Of course, it was harder for some of them to blend in than others, considering that they had all come out here in their full gear, and even if they had not, they still seemed to be getting looks from everyone they passed, and none of them seemed very welcoming or even kind, to put it mildly. Every single person who noticed them had given them a very harsh glare, and if any of the Avengers were sighted, the glares seemed even more hateful. Sure, they had been told to expect a less than warm reception from the people of Sokovia, but the actual thing was much different for the students. While most of them were bothered by it, others were not all that worked up about it. Daisy and Lincoln did not even seem to so much as bat an eye at the heated looks, and Jess was apparently shrugging them off like they were nothing more than raindrops for the most part. When the former two were questioned on the matter, they explained that they had to deal with a lot of similar looks after they got their powers, or when they were forced to reveal their powers to others and left it at that. Apparently, Inhumans were just as hated and feared as mutants were, despite being fewer in number, but what really had Janet hung up was how easily Spider-Woman seemed to be handling these heated glares.

"How are you handling this so easily," Janet whispered as they navigated through the rather rundown streets, gesturing to all the glaring people that were currently around them.

"When you've lived the life I have led up until now, you soon become numb to people giving you that kind of look," Jess replied, keeping it simple as she possibly could while trying to keep all emotion out of the acknowledgement. She did not entirely succeed, as there was still a strong hint of sadness forming in her eyes.

Janet noticed it almost right away and quickly realized what the spider-powered girl was talking about. "You mean your time with HYDRA?"

"That and my time on the streets," Jess admitted. "Despite what you may think, a lot of people don't really look at homeless little girls with very much pity all that often."

Even if she could have thought of something, Janet still felt like she could not say anything to dispute that. After all, despite losing her parents, she had still lived a rather decent life growing up under the care of Hank Pym. Sure, he spent a lot of time with his science experiments and his work as Ant-Man and later Giant-Man, but Hank did still make time to be there for Janet when she really needed a father figure. That was all the more reason why Janet still felt a little hesitant about trying to really talk with Jess that much; the two were pretty much polar opposites of one another, going off of their life-styles up until now alone. Still, that did not mean that she was not going to at least try and connect with her, even if she did feel like Jess was trying to snatch Peter away for herself, despite her claims to the contrary.

"Just because you're numb to it, doesn't mean that it doesn't freak you out a little though. I mean, if something's bothering you, don't you think you should say something," Wasp told the girl.

Surprisingly, Jess just smirked in response and retorted, "Aren't you being a little hypocritical?"

"Excuse me?"

"Come on, Janet. I've seen the way you've been glaring at me whenever you saw me hanging out with Peter," Jess revealed. Her expression quickly became a bit downtrodden as she added, "If you're still upset with me over what I did when we all first met, I get it, but…"

"It's not that," Janet interrupted in reassurance. "It's just…well, how come you two have been hanging out so much lately? There's no way that you can tell me it's just your way of trying to make things up with him over what had happened, because you two have seemed way too cozy with each other for that."

Jess looked at the size-changer in disbelief, until it finally clicked for her as to what Janet was talking about. When it did, she could not help but laugh a little, much to Janet's confusion, and explained, "I'm not trying to 'get cozy' with Peter, Jan. He's just been tutoring me. I did run away from home when I was really little, and they don't really offer much schooling on the streets aside from the stuff you learn on your own like how to run, hide, and steal when you need to. Sure, I have a basic level education, but High School math and science…Yikes. Stark had taken notice of that and assigned Peter to help fix that as best as he could."

"Oh," Janet replied, too stunned to really say anything else. Stunned and a little ashamed. After all, she had just jumped right to the conclusion that Jess was trying to flirt with Peter after the brunette had assured her that she had no interest in the boy, so you would be hard pressed to not feel a little silly after that.

"Keep the gossip down back there, ladies. We've still got a mission to focus on," Captain America suddenly called back from where he was walking just ahead of them. When the girls had returned their attention to what they were doing, Cap tapped a comm. device in his ear and asked, "Spider-Man, you seeing anything from the rooftops?"

"No, not yet," Spider-Man reported as he jumped from the top of one building to the next as stealthily as he could, occasionally scaling up walls with his powers when he had to. "Then again, it's not like the descriptions we have to go off of are all that significant. I mean, girls with dark hair and fair complexions are not really all that uncommon. The boy's probably a little more noticeable than his sister given that he has white hair."

"I think it's really more like a silvery blonde," Janet argued as she glanced at the reference photo on her ID card of the super powered siblings.

"Either way, we need to find them before someone else does. Keep looking," Captain America ordered, with a quick chorus of affirmative replies coming soon after. "Natasha, what's your status?"

 _"Nothing to report as of yet, Steve,"_ Widow replied. _"Falcon's scanning the skies for us, but he hasn't had much better luck than your boy has. Quake and Voltage are asking around, but everyone they've talked to either insists that they don't know anything, or they just tell them to get lost once they realize that they're from out of town. They're helping sweep the areas the two were spotted in for any clues that could tell us where to find them."_

"And how come you're not doing any of the asking," Jess questioned.

Somehow, they could all see the smirk on Black Widow's face when she next replied. _"Who says I haven't been? Not only are they not talking, but I'm pretty sure that if I were to push any harder…well, we all know what that would result in if I resorted to any of my usual interrogation methods."_

Cap did not say anything in response to that, and just moved on to check in with his other fellow Avenger. "Jen, how are things for you and the rest of the heavy hitters?"

 _"About the same as they are for you and Nat, Steve,"_ She-Hulk replied. _"But unlike Widow, none of us are all that skilled as detectives, so we're just stuck with trying to get people to at least give us the time of day."_

"Just because you're not as good at picking up on hard-to-find clues as Nat is, doesn't mean you can't still find something that could help, Jen," Steve disputed.

 _"I know that, but let's be honest, do you really think I have the patience for that,"_ Jen questioned.

"Well you are one of the team's resident lawyers," Steve pointed out. "That can be a pretty stressful job at times."

 _"Fair enough,"_ She-Hulk granted. _"We'll let you know if we have any luck."_

"Copy that," Steve replied, and with that, they all returned to their respective searches.

But not without Spider-Man getting in a quick comment. "So, should we assume that 'Voltage' is now Lincoln's official codename, or is it just a place-holder for until we find something better?"

While the girls both giggled a little in response, Steve kept his emotions in check for the most part, going no further than a small smile. Despite the relatively calm atmosphere though, not one of them could possibly know of the danger that would await them when they did finally find the two they were searching for.

* * *

It was far from perfect, the life that they were currently leading. Hiding out in a rundown church with little living comforts beyond what they could manage to find or steal, when necessary, barely edible food that they had swiped from the markets when the older of the two had not rushed away to some place with something that was actually good, and usually nothing but the clothes on their backs to keep them warm at night. Sure, it was better than being locked up in some underground cell by whatever faceless group had planted these new abilities of theirs into them, but Wanda and Pietro would still have preferred something much nicer than this dump to call their home, temporary or otherwise. Still, they were not too concerned about living conditions when they had first escaped from that dreadful place. No, what they were more concerned with was getting out before they were taken in for more experiments and tests that seemed to serve no purpose other than trying to break them somehow, physically and mentally.

On the upside, the experiments did make Pietro faster than any normal man alive, while Wanda was now able to do some pretty impressive things with nothing more than her mind or the strange energy that she seemed to now radiate with on an on-again off-again basis, and unfortunately for whoever had been holding them in that place, it was those very same abilities that had facilitated their escape from that place. It was a simple matter for Wanda to use her new powers to implant a very terrifying vision into the heads of their cell guards, and once the doors were opened, Pietro had easily rushed them both away and back to their home in Sokovia. Not that they really had an actual home to go back to now, considering it had been demolished by the weapons that were created by that bastard, Tony Stark, but this city was still where they had been born and spent much of their childhood, so there was no real reason why they would not feel safe coming here. They just had to keep under the radar as much as possible, not cause trouble for anyone, and they figured that all of their problems would be a thing of the past.

That was only true for the most part in Pietro's eyes, because the one thing he wanted more than anything else, was to help his sister see the rest of the world in all of its glory. They had already seen enough of the ugly side of it just from their childhood in Sokovia, and that was without the strange lab that they had escaped from or Stark's weapons. Now, he wanted to help her see the beauty of it. Such a thing was not entirely possible right now though, with the way things currently were, because he feared that people would not be very accommodating to them when they saw what he and his sister could do. So, with no other options available, they hid out here in an abandoned church, living like helpless beggars when they had the power to live like kings, or queens in Wanda's case. Needless to say, it did not sit well with the fast-moving boy, and despite her assurances to the contrary, he knew that did indeed still wish for more as well. At the very least, they did still have some semblance of peace for the moment.

That peace was quickly shattered when a barrage of gunshots suddenly rained down on them from above, and Pietro was quickly racing to pull Wanda to safety. "What…what was that," Wanda gasped in a panic, her powers flaring a little in response to her stressed state.

"I'm not sure," Pietro admitted, scanning the area above them for the shooter. He did not need to look long though, as the perpetrator dropped down in front of them, revealing themselves to be a stunning woman with red hair, clad in a skin-tight black suit with glowing blue lines running through it, and a pair of handguns in either hand, while her belt buckle had an hourglass emblem on it. "Who are you and what do you want," Pietro demanded.

"Call me the Black Widow, and what I want, boy, is you and your little sister," the redhead replied in a Russian accent, and just before she finished, she had immediately charged the two, shooting at them as she went until she launched a leaping kick. Thankfully, the twins managed to evade her shots and her aerial attack, but from the glare she was throwing at them, this Black Widow was not going to let them escape easily. "You can run all you want, but it won't matter. Not when you're dealing with the Avengers."

"Avengers," Wanda gasped in confusion, having heard people muttering that name a few times while they were out and about. "You mean…Stark's people?"

"No, I mean Doctor Doom's. How many other Avengers do you know of, kid," Widow retorted as she slowly started to advance on them. She did not get too close before Pietro scooped up Wanda and raced out of the room, and likely to the building's exit. Widow smirked before her appearance melted away to reveal that the only part of her that had been close to the real Black Widow was her red hair, and even that was a few shades lighter than the real thing. In reality, she also had blue skin and yellow eyes, and seemed to be clad in a black outfit that left her arms and midriff bare, with a matching colored skirt and boots. She tapped quickly pulled out a comm. device from her belt, and reported, "All right, I've set things in motion for you. They think that the Avengers are now hunting them."

 _"An attack from one single Avenger guarantees nothing, Mystique. They need to see as many of them targeting them as possible, and if you can, try to mix in some of their students as well,"_ Madame Viper replied to the mutant shapeshifter.

"Understood," Mystique nodded. She then pocketed the device and changed her form into that of Captain America as she commented in a perfect imitation of the super soldier's voice, "Though impersonating the students may be a little more difficult since I've never really gotten too good of a look at them, but a few small pushes should still send you kids running right into HYDRA's arms, and a nice paycheck into mine."

While that little communication was taking place, Pietro had just gotten both himself and Wanda outside the church, and they were now running at a more normal pace, hoping to get away before that woman with Stark caught them. At least, that was one of their main objectives. The other was making sure that Wanda stayed calm, because Pietro knew that if his sister got too freaked out, something bad was likely going to happen, and right now, she looked like she was starting to really freak out. He would have held her close and whispered soothing words into her ear to help her calm down, but right now was definitely not the time or the place. That was proven further true when he looked back and saw Captain America drop down from the window of the room that they had been in a moment ago.

"Come on, Wanda! Just hold it together a little longer," Pietro encouraged as he rushed his sister forward. He could have just scooped her up and ran off again at super speed, but with in the face of such hectic circumstances, it was a little hard to really think about things that obvious.

"You can hold on as long as you want, but in the end, you're just one more of Stark's messes that we'll be cleaning up," Captain America shouted as he lobbed a grenade right at the two.

Wanda caught sight of the explosive as it came flying towards them, and out of instinct, she immediately raised her hand and caught it in a few tendrils of the red energy that she could now control. Another wave of her hand sent the explosive flying back to where it had come from, and the two siblings then watched as the super soldier was hit with his own bomb. Even though she did not like the idea of hurting people needlessly like this, Wanda could not start herself from smiling a little deviously at the fact that she had likely just taken out someone who worked for Tony Stark. It actually felt really good to do so. The only problem was that the good feeling did not last, as She-Hulk suddenly burst out from the smoke clearly intending to land on them when she came down. The jade giantess did not quite make it though, because someone suddenly hit her in the side with an explosive of their own.

Turning to the person who just saved their skins, the twins were surprised to see a man in an all-black outfit with long hair and a metal arm, holding the bazooka that had no doubt just fired the explosive that She-Hulk was hit with. The man then turned his attention to them and slowly started walking over to them, causing both siblings to tense up. They were not sure if they were getting ready to fight or start running again, but at the moment, it did not really matter either way. All they knew was that this dangerous looking guy had just blasted an Avenger like it was nothing, and was now coming towards them. What they did not expect was for him to lower his weapon and give them what he must have thought was a reassuring smirk. Too bad it still seemed far too cold to be anything that had a snowball's chance in hell of comforting someone.

"Relax. I'm on your side," the pale man said, his voice, while cold, quickly revealing that he was at least close to their age.

"Somehow I doubt that," Pietro retorted with a distrusting glare that Wanda silently matched.

"Hey, I did just save you from one of the Avengers. I think I deserve some credit here," the man pointed out. "My name's Winter Soldier. I'm one of the few people who were smart enough to not be fooled by Stark and his little freak-club's claims of being heroes. The group I work for are the same way, and they sent me to find you guys."

"Why," Wanda probed, feeling a little off-put that she could not hear his thoughts. Ever since they had gotten these strange new powers, she found that she could hear nearly everyone's thoughts, especially if they were close by, but with this guy…it was almost like his mind was completely empty of any thought at all, and that gave her quite a few chills.

"Is that a serious question," Winter Soldier asked. "We want to keep you safe from those guys before they can reign you into Stark's little performance, at best."

"And our abilities have nothing to do with that, I'm sure," Pietro scoffed.

"Well, that is a small bonus," Winter Soldier admitted. "You could easily pound any of them, or at least most of them into paste before they could even blink, while your pretty sister here could tear the Avengers and their little kiddies apart from the inside. Why wouldn't we want someone like you to help us out and show the world the truth about the Avengers and Stark?"

The twins just stared at this Winter Soldier in uncertainty. Could they really trust him and what he was saying? Sure, he did just save them from one of the Avengers, but growing up on the streets, especially in a place like Sokovia had taught them that they could not take anything at face value. Still, it did seem like a better idea than trying to outrun the Avengers on their own, since it would likely be hard to escape them even with Pietro's incredible speed, but before they could question him further, Wanda picked up on the minds of a few other people quickly approaching them. When she turned to see where they were coming from, she immediately paled due to recognizing the woman who was leading them. "Pietro! It's her! It's that Widow woman again!"

Pietro immediately looked to see that Black Widow was indeed rushing towards them, with two others he did not know following her, and a third kid flying through the air with a jetpack of some kind. The last of them seemed to glare at Winter Soldier a little before swinging one of his wings and unleashing a series of sharp, metal quills at the metal-armed man. Winter Soldier easily avoided the attacks before raising his weapon again and preparing to fire it on the winged hero, only to get blasted back by some sort of shockwave, courtesy of the new girl. The shockwave was then followed by a lightning blast from the blonde boy, and like that, Winter Soldier was forced to take cover while Black Widow and Falcon made to try and chase after the twins, who had slipped away in the confusion.

Once he felt that he had sufficiently cursed to himself enough, Winter Soldier tapped his comm. device and said, "I almost had the twins, but Black Widow and some of the Junior Avengers showed up and they took off."

 _"Then go after them,"_ Viper snarled from the other end.

"I can't. I'm pinned down by a couple of new kids. A boy with lightning powers and a girl that can shoot out shockwaves like that idiot that Spider-Man tends to take down a lot."

He heard Viper let loose a German curse before she said, _"Deal with them as quickly as possible. We'll just have to see if Mystique's performance worked well enough, and then hope that she's still able to give a few more pushes."_

Winter Soldier gave his affirmative reply, and then popped up to fire on the girl, who blasted into the air with a steady shockwave to avoid it and allow the lightning kid to try frying him again. He knew that this was likely going to be a small black spot on his previously flawless record of success, but he fully intended to correct it quickly enough by either taking these two out or getting as much intel on them as possible for later. After all, it was always good to know everything you can about the soldiers in an enemy camp.

* * *

Widow was not too eager to leave the two rookies to deal with Winter Soldier on their own, but right now, the mission took higher priority, and as far as she knew, Falcon was faster than the super powered couple. What she was more concerned about though was how the twins reacted when they saw her group approaching. She had expected them to be weary of them, like many people in Sokovia were, but judging by the look on the girl's face, they were more afraid than anything else. To be more accurate, it looked like they were afraid of her specifically for some reason. She would have figured that it was probably because of something they had heard while out on the streets from some locals, but the fear that was in their eyes was not something that came from just hearing a scary story. That mystery would have to wait, because the backup she had signaled for after seeing the twins with Winter Soldier just arrived, and it came crashing down in front of the two at near supersonic speed.

When the twins had skidded to a stop, they had done so just in time to see Ms. Marvel stand up to her full height and gaze at them evenly as she spoke. "Easy you two. We're not looking for trouble. We just want to talk to you."

"Right. Just like your redheaded friend did when she attacked us," Pietro scoffed as he and Wanda prepared to either fight or run again.

Carol merely quirked an eyebrow in confusion, not knowing what to make of that, but before she could think of anything to say, Wanda jumped in and said, "Either leave us alone or tell Stark that if he wants to kill us, he should be a man and come do it himself."

"Why the hell would Tony want to kill you two," Ms. Marvel asked, hardly believing what she was just hearing. Before she could get an answer, Widow and Falcon had finally caught up, and Luke and She-Hulk had arrived soon after, effectively helping to surround the twins without them noticing. Or so she thought.

Wanda had picked up on the others' movements as they had gotten close the moment they were close enough for her to notice them with her psychic powers, and she was now glaring very harshly at the blonde heroine in training. "Perhaps you could ask one of your teammates who are surrounding us in an attempt to either capture or kill us like animals," the Sokovian woman retorted, her powers flaring in flashes of scarlet energy. "Now just leave us alone, and go away."

The two Avengers could tell that they were losing control of this situation and fast, so they simply jumped in to act before Carol could make any more attempts at calming the two down. "We can't do that, you two. You might be in real danger, and we just want to help keep you safe," She-Hulk attempted to reassure them as she and Natasha approached.

"So the woman who tried to flatten us moments ago after her friend failed to kill us herself," Pietro retorted.

Widow did not say anything in reply to that, but she did file it away as something to think on at a later date, and simply prepared to fire her stingers at one of the two. Apparently, she had not been subtle enough, because Wanda had quickly taken notice and suddenly blasted her with her powers, much to the heroes' shock. A quick wave of Wanda's hand a later, and Black Widow had dropped to the ground with a dazed look on her face, prompting the others to decide that the time for talking was now over, and they immediately engaged the two. Falcon had quickly taken to the air, but could not really attack since Wanda was telekinetically throwing various large objects at him whenever she was not blasting him with energy, and Carol was not doing much better in that regard herself. Sure, the blonde may be really durable and could absorb energy, but she was a little hesitant to attack these two after everything they had just heard.

Luke and She-Hulk were not having much better luck in trying to grab Pietro, because he kept giving them the slip by running around and dashing away every few seconds or so. Pietro stuck to mostly dodging, but he did try his luck at landing a few hits on the two heavy hitters, for what good it did. After all, hitting someone with unbreakable or gamma irradiated skin tended to hurt the person who was throwing the punch more than said individuals that they were punching. That did not stop Pietro for long, as he quickly raced around the two a lot more than before, building up his speed as he did, until he finally charged Luke and slammed a powerful blow into Power Man that sent the large teen flying through the wall of a nearby building. This same process was repeated, only with much more speed this time around, and She-Hulk was soon in the same boat as Luke.

When Luke started to stand up again, he glanced over to see Pietro had gone back to moving at normal speed near him, and the silver haired boy merely smirked down at him as he arrogantly asked, "You didn't see that coming?"

The Sokovian boy raced away before Luke could reply, and before Falcon or Ms. Marvel knew what was happening, Wanda had disappeared as well, bringing their fight to an end. Thankfully, Carol was able to catch a glimpse of where the twins were heading, and was about to fly after them when Sam quickly brought something to her attention. "Ms. M, Black Widow's still down."

The two flyers were immediately racing to where Romanoff was, and they were eventually joined by Luke and She-Hulk as Sam checked the superspy over to figure out what was wrong. She-Hulk quickly took notice of the fact that there was a faint red glow in Widow's unfocused eyes, and given what had just happened, she quickly figured out what might be wrong, and she knew that the others would need to know about this right away. "She-Hulk to Captain America. We found the twins, but they were not too happy to see us and attacked. Widow's down, and it looks like she's been placed into some kind of trance or something by the girl."

 _"Understood, She-Hulk. Do you still have the twins,"_ Cap asked.

"No. The boy somehow managed to knock out Power Man and She-Hulk before taking off with his sister, but from what I could see, it looked like they were heading into the forest just north of the city," Carol reported. She then quickly added on, "Cap, there's something else. They seemed really freaked out at the sight of us, and they mentioned being attacked by Widow and She-Hulk before now."

 _"But weren't they both with you guys the whole time,"_ Wasp asked.

"They were," Luke confirmed. "And get this, we saw our old buddy Winter Soldier with the twins when we finally found them."

 _"Oh great. Just what I needed today,"_ Jessica moaned in misery.

 _"We'll keep our guard up. If Winter Soldier is involved, then that means that HYDRA must be playing a very elaborate game in order to get the twins on their side,"_ Captain America replied, and with that, the communication came to an end.

It was right at that moment that Daisy and Lincoln finally rejoined them, having been blindsided by Winter Soldier so that the teenage HYDRA agent could make his escape, and after they got an explanation as to what had happened, She-Hulk decided that it would be best if she took the two new kids with her so that they could meet up with Cap's group while the other got Widow back to the Quinjet. No one was willing to argue, not that they really had the time to do so anyway, and the group immediately split up from there. As they were heading back, Falcon looked down at the superspy in his arms, and could not help but think about something.

"I wonder what she's seeing," Falcon finally commented aloud.

Carol glanced over to see Widow was muttering something under her breath, and from the look on her otherwise blank face, it was probably not something good, because for one of the first times since she had met the redhead, Carol could tell that Black Widow seemed very shaken up. "Whatever it is, I don't think we want to know," the blonde finally commented. "If it's something that can make her look that freaked out, I'd rather just leave it as a mystery."

Sam and Luke both had to agree with that sentiment and spent the rest of the return trip to the Quinjet in silence. All the while, they had no idea that Widow was both seeing and reliving some of the horrors she had been through during her time with the Red Room, all reminding her of why she had so much red in her ledger to wipe away.

* * *

Mystique was not happy, to say the least. Sure, she knew that agreeing to take a job from HYDRA was likely to come with risks, but no one had told her that those risks included getting blasted by some of the people who had hired her, and with a grenade, no less. A _freaking_ grenade! She was just lucky that she took on a bit more durability whenever she changed into someone, and especially so when it was someone as durable as a Hulk. It may not have been to the same extent, but it was just enough for her to survive and slowly heal. After that, she had been hoping that she could call it quits, take her money, and go back to the rest of her comrades in Magneto's Brotherhood of Mutants, but apparently, her employers had other plans. The two twins had managed to slip away from the HYDRA agent, and not long after, they had an encounter with some of the real Avengers and their little students. Sure, it had yielded results that they had been hoping for, but apparently, just mild anger that only provoked a fight-or-flight reaction was not good enough for Madame Viper, so she needed the blue-skinned mutant to give a few more nudges. She just needed to find the two, which was exactly why she was out here in this godforsaken forest, trying to locate the two brats.

"Honestly, even recruiting some of the Brotherhood's younger members was never this difficult," Mystique grumbled as she moved through the forest, having disguised herself as a hiker just in case she was spotted before she found her targets.

When Mystique finally did find the two, she was quite pleased to see that Wanda and Pietro were alone and very tired, while not a single Avenger was anywhere in sight. A small grin stretched across the shapeshifter's face as she prepared to make her move, only to pause when the solitude that the two had gained for themselves was disturbed by someone else, and not one of the people she was currently with. Still, that did not mean that there would not be a way for to take advantage of the situation, if things played out in just the right way, and Mystique was nothing if not patient. Working for Magneto and before that, alongside Xavier was certainly a huge help with that.

The twins on the other hand were freaking out beyond belief. Not only did they encounter more people like them, but they had been attacked by Stark's little gang of super powered hunters or whatever these Avengers were after them, saved by a kid with a metal arm who appeared to be about as cold as a winter night in Sokovian, and then had not only fought against, but actually beat some of the Avengers. Okay, so that last one was probably not so bad, from a certain standpoint, but the fact that they had to do that at all was the thing that was really worrying for them. Add in the fact that Wanda was not even sure what she had done to that Black Widow woman, and you could understand why they would be more than a little concerned. After all, she had never used her telepathic abilities on anyone but the people who had used them like lab rats and some random people that they needed to steal some food from when they finally got hungry enough. This was something else entirely though, since she had willingly attacked someone that a larger part of the world apparently thought of as a hero. There was just no telling how that would come back to bite them later on, and Wanda was not sure she wanted to know what would happen when it did. Pietro was of the same mind, but even though he had managed to knock down the green woman and that really big kid, he was more concerned about Wanda than he was himself. After all, the people at that place had made it very clear that they were more interested in her and what potential she had than him, so he did not want to think about what Stark's people would do to her if they got their hands on Wanda.

The two would have continued lamenting on their situation and how out of control it had now become, when they suddenly heard a twig snap, and they immediately turned towards the sound with guarded stances. "Whoa, hey! Easy. I come in peace," was the startled cry of a teenage girl close to the twins' age with brown hair, fair skin, and dressed in a yellow shirt, white pants, long black boots, black fingerless gloves, and a black jacket with yellow highlights. "My name's Wasp, but you guys can call me Janet."

"What do you want with us," Pietro demanded, making sure he was standing in between Janet and his sister, just in case when he did.

"Nothing really," Janet insisted, raising her hands to show that she meant no harm. "I'm just here to talk to you guys."

"About what," Wanda asked.

"Oh you know, joining the school my friends and I attend, making some new friends, starting with me if you'd like, and you know, training to help save the world someday as the next generation of Earth's mightiest heroes," Janet easily rattled off like she was talking about the

Unfortunately, if she had been hoping to get a good reaction from the two, she quickly received just the opposite after that last comment. "You mean you're with Stark's little Avengers," Wanda glowered, her eyes already flashing with a light flare of scarlet energy.

"No! No, I'm not an Avenger," Janet immediately insisted, only to pause and think for a minute on what else she could say after that. "Well…I'm not an Avenger yet, but I am learning to be one, and you guys can too. I heard about how you guys handled against some of my teammates and a couple of our teachers, and if you guys can do something like that against them, think of what you could do if you were to use your abilities to help people."

"We're already helping people, and we have no interest in joining Stark's vanity project," Pietro snarled, ready to race away again, no matter how tired he was.

Janet could see that she was not going to be getting through to them like this, so it was time to change tactics. Luckily, she had an idea on how to start. "Look, I know that you're probably not the biggest fans of the Avengers or Tony Stark, but they really do want to help people like you two and me to become something really great. Something that can give the world hope while keeping it safe from those that would do it harm."

"And you really think we're supposed to believe that Stark really wants to build a better future? All he knows is how to destroy things," Wanda retorted. Her face became a little more sullen as she added, "Just like how he destroyed our lives."

Janet was not sure what to think about that, but she could tell that they were not budging on this opinion they had of Tony Stark, and given what the others had reported earlier after their encounter with the twins, she had a feeling the chances of getting them to believe anything like that was going to be too easy today. "Hey, I'm not asking you to just put aside the past and act like things never happened," the size-changer reassured them, as she reached into her pocket for something. "But I do want you guys to at least have a chance to use your new abilities to help people. It'd be even better to get a couple of new friends too, so if you do want to talk, you can easily reach me with this communicator."

She slowly approached the two, holding out the device in question for them to see. Pietro was not too willing to take anything from her, but Wanda could sense that this girl's intentions were pure, so she slowly accepted the offered gift from her. After holding the communicator in her hand for a moment and studying it, noting how it looked like an odd smartphone, Wanda could not help but smirk a little as she commented, "The latest model, I take it?"

"You kids would probably know better than I would," a new voice suddenly seemed to joke, and the three turned to see Spider-Woman, Spider-Man, and Captain America approaching them. What none of the Avengers Academy group noticed though, was that the moment the super soldier had spoken up, the twins' faces had paled a little, but they quickly took notice of it when they suddenly backed away as quickly as they could, clearly on the verge of freaking out.

"No! Not you again," Pietro gasped, already charging off into the woods with Wanda following after him.

"Just…just stay away from us," Wanda cried in a panic before she disappeared

"No, wait! Come back," Janet shouted, but the twins were already gone. Janet could not help but groan in annoyance now. "I don't get it! I thought I was doing everything right and making a connection."

"You were, Jan. You got them to listen and at least trust you a little for a minute," Peter reassured her.

"But what I want to know is why they freaked out when they saw Cap? I mean, I thought the only people who normally did that were Nazis or HYDRA goons," Jessica joked, earning small smiles from her classmates.

"Not sure, but at least now we know that it would be best if I tried to keep my distance from them when we catch up," Steve commanded. "Spread out and try to find them. Even if that boy carried them away at super speed, they couldn't have gotten far."

The three nodded in response and immediately scattered into the woods in their own various ways, Jessica by scaling up a tree and then leaping from branches to glide through the air, Spidey via web-swinging, Janet through the use of her wings. Steve could only smirk a bit at the three's unique ways of personal travel, feeling a small bit of jealousy for a minute since he had to stick to moving around on foot, but it quickly passed as he rushed off into the forest himself. All the time, none of them ever noticed how a hiker had suddenly changed into a raven and flown off after the twins with a devious plan already cooking up in her head.

* * *

Just like Captain America had said, Wanda and Pietro did not get very far before they stopped again. They had been running and fighting almost nonstop for who-knew-how-long now, so it would make sense that they would need to stop and catch their breath shortly after getting away from the heroic group. Too bad Wanda was not able to rest for long, as she was soon met with company again, this time in the form of the red and blue clad masked teen that was with Janet's group earlier. Even without the spider-logo on the front of his jacket, she and her brother had been sure that it was a safe bet to say that this was the infamous Spider-Man from New York that the news had been reporting rumors of, but given what they had heard, she had figured he would have been a little nicer. Clearly that was not the case if he was aligned with Stark, and if his next words were anything to go by.

"'Come into my parlor,' said the spider to the witch," Spider-Man started off, his menacing tone causing his clever line to not sound nearly the least bit funny at all. "No one escapes the Avengers that easily, Madame Voodoo. Not unless they end up becoming a corpse. I wonder which one you and your brother will be when this is finally over."

That was enough for Wanda to get moving again, as she turned to run from the web-swinger, just as he had lunged at her with a leaping-kick. The web-head's blow seemed to do quite a bit of damage to the tree that had previously been behind Wanda, but she paid it little mind, since she was more concerned with putting some distance between them. That turned out to be harder than she thought, as she ran right into Spider-Man again just seconds later. Before the web-head could even make a small quip, Wanda had immediately blasted him away from her, and since she did so at near point-blank range, Spidey's Spider-Sense was not fast enough to warn him of the attack before he was sent flying across the forest. Peter slowly started to stand, only to get knocked back down again when Pietro knocked him aside at super speed, making him drop to the ground once more. The speedster would have likely continued to do so had Jess not suddenly dropped down from above, just in time to clothesline him.

"Thanks Jess," Peter nodded, rubbing his jaw a little in an attempt to assuage the pain that Pietro's hit had caused.

"No problem, counterpart," Jessica smirked in response before she turned a venom blast on Pietro, hoping to hit him before he got too far. She did not, but she was sure she at least got him with the very edge of her attack.

"'Counterpart,'" Spider-Man questioned, wondering where that had come from.

"Hey, we're both spiders, we seem to have similar yet still different personalities, and I'm a girl while you're a guy. Consider that my new nickname for you," Jess explained as she turned her attention to Wanda, who was already preparing to blast them for their attack on her brother.

Just when Wanda was about to unleash her attack though, Cap's shield came sailing through the air and into her back, knocking her off her feet, and throwing her blast off into the air. The shield would have returned to Cap's waiting hand very easily had Pietro not rushed over to smack Cap in the head at super speed, but the super soldier of World War II was nothing if not resourceful, and after a quick show of skill in avoiding the speedster's attacks, he was able to spin, flip, and roll over to retrieve his shield in no time at all. He was not going to get a chance to use it again though, as Wanda suddenly came up from behind him and hit him with the same illusionary blast that she had Black Widow, and Cap was soon trapped in a nightmare-like vision of his own, one where he was seeing all of his old comrades and loved ones from the Forties celebrating the end of the war, but looking very injured and bloodied.

Wanda had not wanted to use that ability more than she had to, especially after doing so out of reflex just a few seconds ago, but she did not want to keep going in this fight any longer than they had to. She looked to the silver blur that was Pietro, and hoped that he would stop running around and messing with these guys so they could get out of there soon, but he ended up getting tripped by, much to her surprise, Wasp, who was looking far from happy like she did a moment ago. In fact, she almost looked downright murderous, which was a very drastic change in comparison to how she seemed earlier.

"I tried. I really did try, but some people just refuse to accept their fate and go out quietly," Wasp growled, her hand already rising up in preparation to fire one of her stinger blasts at Pietro. The size-changer probably would have too had Wanda not blasted her away just in time.

As she checked on her brother, Wanda could not help but worry over what had just happened. Was that really the same Janet that they had met just a little while ago? And if it was, did that mean her whole offer for being friends was just an act? What would have happened if they had actually stayed and accepted her offer to join them? It just did not make any sense, and it was driving Wanda crazy, something that Pietro quickly noticed, much to his concern. That concern quickly turned to horror when he saw scarlet energy building up around his sister, and he immediately went to try and calm Wanda down, but it did not seem like his words were getting through to her, despite his best efforts.

When he saw the three heroes-in-training approaching, he reacted on instinct and waved for them to stay back. He was not sure why he was trying to warn them after all that had happened between them, but he did feel that no one should get caught up in a blast like that from Wanda. "Get back! Hurry, get away! Wanda's about to lose control!"

The three kids did not really get what he meant by that anymore than the shapeshifter who had just changed from looking like Wasp into Iron Man, ready to drive her act home by hitting them at the very core of their hatred, but from the way that Pietro was waving them away in a panic, they did not really need to understand to know that whatever was about to happen was likely going to be bad. For the most part, they all took the smart option of listening to Pietro and getting away, but Wasp decided that she was going to try and get Wanda to snap out of it. Her decision was what had lead her right into the blast wave of scarlet energy that had erupted moments later as Wanda let out an agonized scream, and the next thing anyone knew, the Wasp was sent flying back, dropping to the ground moments later, appearing unconscious, much to Spider-Man and Spider-Woman's horror.

The two spiders were both racing over to the still small-sized girl's side to see if they could help her somehow, but from what they could tell, she was either out cold or in the same state that Captain America was currently in, and a quick glance over to Wanda told them that she was very much afraid of what she had just done. Whether or not she was more afraid of how they would retaliate, they could not tell you, mainly because they soon received another interruption when a rain of gunfire suddenly came down on them, followed by a massive boulder. Spidey had quickly scooped Janet up into his hands in an effort to avoid the incoming projectiles, and while Jess tried to figure out where the attacks were coming from as she shouted a request for backup into her comm. device, Peter put his focus on trying to rouse his tiny friend.

"Janet. Jan! Jan, can you hear me," Peter pleaded, hoping against hope that she was okay despite her unconscious state. He knew that she was alive, a fact that he was grateful for, but there was no way of knowing what was going on with her beyond that.

* * *

Janet was not sure what had happened. One minute she was charging Wanda, thinking that she could stop her outburst if she zapped her with enough energy to stun the brunette, and the next minute, she was the one getting hit by an energy blast. Janet barely registered someone shouting her name before everything had gone black, and then there was nothing to hear but a faint whine or ringing in her ears. When Janet finally awoke, she was not entirely sure she was fully awake yet, because everything was still black, and it seemed like all the sounds were muffled. It took a few minutes for her eyes to adjust, but she quickly realized that what she was seeing was definitely not normal, because everything was far too blurry to be real, even if she was still half asleep. She just wished she could tell what it was she was seeing.

Her wish was soon granted, because the blurs around her finally started to clear up and solidify into an actual image, slowly but surely, until finally, she saw something she had not been expecting to see. There, a few feet away from her, and looking a lot bigger than she was used to seeing him as at her normal size (at least she assumed she was at her normal size), was none other than Hank Pym, decked out in his usual lab work attire. Along with him was another man in similar attire, looking rather annoyed and giving Janet an uneasy vibe, but the last person that was in the room was probably the biggest shock of all for her. It was a person that she had not seen in years, and to be honest, she had started to think that she had forgotten what he looked like altogether. Thankfully, she did still recognize him, because no child could ever truly forget their parent.

"Daddy," Janet gasped in barely more than a whisper. She tried calling out to him, but he did not seem to hear her, and while the voices of the older men were clearly supposed to be loud, since they looked like they were yelling at each other, Janet could barely hear that much of anything they were saying. If anything, it was just a few snippets here and there, and even those barely made much sense. Or it could have been the weird echo that accompanied their voices when she could hear them clearly

 _"This is…Hank. We've may have…goal that others only dreamed of…change the world,"_ Janet heard her father say, excitedly, as this was where the scene started before the yelling began.

 _"None of this would…you, Vernon. I can't…enough,"_ Dream-Hank replied with a grateful smile. _"Maybe now…save so many…"_

 _"Do you two not realize…at our fingertips,"_ the unknown man suddenly asked, sounding a bit irritated. _"This could do more…simple drug store tablet. Think of what it could…We could make millions with the…"_

 _"That's not…no deals with the military…"_ Janet's father seemed to argue, and from the look on his face, Janet could not help but think that this was an argument that they have had many times before.

 _"But Doctor van Dyne…set for life. Think about…"_ the mystery man continued to argue.

 _"My decision is final. We're not repurposing something that's created for…weapons and warfare. If you keep…will be cut out,"_ Vernon warned, his tone taking an edge to it that was typical of an angry principle dealing with a student that was constantly causing trouble and never learning.

 _"…making a mistake, Vernon. Think of…hate for anything to happen…"_ the mystery man said, and even without hearing everything he said, Janet still got a very large number of nervous chills. It was pretty clear the man had just made a threat against her father, and that idea was better enforced when Hank stepped in between the two, clearly intending to guard her father, or hold the two back from one another should they start getting a little more physical in their hostility.

 _"Just calm down, Darren. Let's not…regret later,"_ Hank tried to calmly insist, only to end up falling flat. Janet was not sure what else was said after that, because it all became a blur soon after, and they were all clearly fighting.

The mystery man, Darren eventually did something to one of the instruments in the lab, and the next thing Janet knew, she could hear the faint sounds of an alarm going off. She then saw her father and Hank, who was now fully suited up as Ant-Man, working quickly at a pair of computers, clearly trying to fix something as fast as possible, but for some reason she did not understand, she was seeing all of this like she was looking in through a door that was cracked open. When she tried to get a better look, she realized that she was looking in through a door, because it slowly opened up a little more, and the two adult men turned to look directly at her, Ant-Man with concern, and her father with both that and fear.

 _"Hank, take Janet and go! I'll try to get this under control,"_ Janet heard her father shout.

 _"No, I can't just leave you behind! We need to stop this before it's too late,"_ Hank tried to argue.

 _"There is no stopping it now, Hank. At the very least, all we can manage is containing the blast within this floor of the building if not the room,"_ Vernon protested. _"Just get my daughter to safety. Please."_

Hank did not say anything after that, but instead, he turned towards Janet, and suddenly, the girl felt herself being lifted up into Hank's arms, much to her confusion. "Hank, what are you doing," Janet asked, not understanding what was going on, or even why her voice sounded much more high-pitched than usual when she spoke. "Let go! I have to help my dad! Daddy!"

Vernon just smiled sadly at Janet, and said, _"Be a good girl, Janet. I love you, sweetie, and I hope that you'll be able to fix this whole mess."_

The next thing that Janet knew, there was a loud explosion, and she completely lost all sight of her father, but that did not stop her from screaming out for him in terror until she just suddenly stopped right when everything went black. When things cleared up again, she noticed that she seemed to be in a hospital bed, and Hank was sitting next to her. The size-changing scientist looked terrible, like he had not slept and spent several days crying, and when he suddenly moved to wrap her in his arms, whispering "I'm sorry" to her over and over again, Janet realized that this was the day when she found out her father was gone, and just like the first time, Janet immediately burst into tears as she cried for her daddy to come back, right until everything went white.

* * *

The next time Janet woke up, she did so with a start and a short gasp of horror, like something had just scared her crazy. She was immediately scanning her surroundings in a frantic frenzy, until she felt a hand on her shoulder, making her turn to see Jessica standing over her with a concerned look on her face. "Easy, Jan. You're okay now," the Spider-Woman reassured.

"What happened? Where did…" Janet gasped as she tried to take in her surroundings, noticing that they were in the Quinjet's medbay.

"You got blasted by the energy explosion Scarlet Witch had conjured up, and it must have knocked you into the same state as Cap and Widow, because we couldn't wake you up, and you seemed like you were having a really bad dream or something," Jess explained. "Spidey and I tried to keep you safe and keep the twins from bolting again, but between their efforts to either avoid us or just plain beat us up, and the fact that someone decided to start shooting at us while throwing boulders and tress at our heads, it wasn't exactly going smoothly. The fact that we had to keep Cap out of the line of fire didn't help either."

"But what about She-Hulk's team? Weren't they supposed to be coming to back us up," Janet inquired.

"We were, but we were still too far out when Jessica called asking for us to hurry up and get there," She-Hulk suddenly said, announcing her presence to the girls. "Seeing as we were two Avengers down and you had gotten hit, along with the fact that someone was obviously attacking Spidey and Jess, I told them to grab you and Cap, and then retreat to the Quinjet. The whole situation had turned bad, and at that point, one of you would've ended up a lot worse than you already were."

"Does that mean that Wanda and Pietro got away," Janet asked in dismay.

"Afraid so, kid," Black Widow suddenly said, making the other three turn to see the redheaded superspy sitting up on another medical bed, now much better than she had been after Carol, Sam, and Luke had gotten her back to the jet. When she saw the girls lower their heads in shame, she knew that they were going to need some kind of pep talk to raise their spirits, and since Cap was still out, she had a feeling she was going to have to be the one to give it. "I know this sucks, but you need to accept that not every mission you undertake is going to be a complete success, if you can call it a success at all. What's important is that you all made it back alive, and you can now take what happened here as a way to improve for the next time."

While it was probably not as inspirational as one of Captain America's speeches, Widow's pep talk did at least get a couple of small smiles from the girls, and she was going to count that as a victory. Still, that left a few matters unaddressed, and they were likely going to be talked about quite a bit today. "Any ideas on where Violet and Dash Incredible went," Janet asked.

"Afraid not. Once your group got back, Falcon, Carol, Quake, and Voltage all went back to the forest to see if they could pick up a trail, but they were unable to find even a single hair that could have led them in the right direction. We might be able to find them with SHIELD or Stark's satellite network, but that will take a bit of time, and we can't get easy access from out here, so we decided to just fly back home," She-Hulk revealed.

"I guess Fury's not going to be too happy, is he," Janet sighed.

"Maybe not, but I think he'll be able to settle for the fact that we all came back relatively unscathed," Widow reassured her. "More importantly, how are you doing, Janet? Since you were the last person to get zapped, I figured it would be a few more hours before you woke up again, and yet, Cap's still out of it while you're now wide awake."

Janet was about to say that she was feeling fine, when she suddenly found herself overcome with a wave of dizziness, and at that point, the memory of what she saw quickly came back to her. Janet was not sure what to think about that, but she knew that she was not going to get any answers about it from anyone here. The only person she could get those answers from was Hank, and she intended to get them as soon as possible. That did not mean she was going to mention it just yet though, and decided to just keep her response focused on her physical condition for now.

"I feel a little dizzy, and a bit drowsy, but other than that I feel fine," Janet finally said after taking another minute to assess her condition.

"And that's all? You didn't…see anything while you were unconscious? No strange visions," Widow questioned, but from the sound of her voice, it almost sounded more like a statement than a question.

Janet hesitated for only a few seconds before she replied, "I don't remember. It all happened so fast, and…"

Despite her words, Widow knew that the kid was not really being entirely truthful in her answer, but she could see that whatever it was that kept Janet from telling her did seem to be bothering the young girl a little, so Widow just let it slide for now with a nod. Besides, Janet did just wake up after being unconscious for several hours, which included the time from the moment when her group had started rushing back to the jet, the time spent on their last ditch efforts to locate the twins, and their actual departure, so Widow was willing to wait until she was in better condition to tell them more. With that done, Romanoff just nodded and began moving up to the cockpit, determined to fly the jet the rest of the way home, or at least ride copilot to Carol, leaving the other three girls to their own devices for now.

After Widow left the room, Wasp turned to see, much to her surprise, that Peter was actually hunched over and fast asleep next to her current bed. When Jess realized that the size-changer had taken notice, she easily explained, "He's been sitting there ever since we brought you in, and didn't leave your side for even a second. I think he fell asleep shortly after we hit the point of being halfway home."

Janet nodded in reply, but did not really register much else of what anyone was saying after that, because she was just too busy admiring Peter's sleeping form. She was really touched knowing that Peter had cared about her so much, and it showed in the small smile that slowly formed on her face as she gently slipped her hand over into Peter's as a sign of thanks. All the same, despite how touching this moment was, only one thing was really running through Janet's mind, and it refused to keep quiet for even a second of the flight back to the academy. _'What have you been hiding from me, Hank?'_

* * *

After the Avengers had finally been chased off, Wanda and Pietro found themselves getting picked up by a couple of guys who called themselves Absorbing Man and Crossbones. They were a bit hesitant to accept any more offers of help from anyone that day, until Winter Soldier suddenly showed up and revealed that the newest arrivals were with him. Considering he was the only one that they had encountered today who had been consistent in his apparent character, the two saw no reason to not go with him, and before they knew it, they had been flown up to some kind of massive fortress that was hovering high in the sky. The two had to wonder how no one knew about this giant thing, until Winter Soldier explained that the ship had special cloaking technology to keep SHIELD and Stark from noticing it without actually seeing it with their own eyes.

When they stepped off the transport, they were quickly greeted by none other than Madame Viper, and the green haired woman eagerly welcomed them in with open arms, promising that her organization would do everything in its power to make sure their stay was both comfortable and safe. Afterwards, she allowed Winter Soldier and Absorbing Man to escort the twins to their new rooms, leaving her free to openly discuss the success of their mission with Crossbones and the ship pilot that had flown them all here.

"Well, I think it's safe to say that went pretty well, all things considered," Crossbones remarked.

"Yes. The twins are now fully secure in their distrust of the Avengers, and are quite happy to join our cause," Viper remarked. She then looked over to the ship pilot and then asked, "I trust you did not endure too much harm carrying out your part of this arrangement, Mystique?"

In an instant, the pilot's appearance morphed into that of the blue skinned mutant, who had a rather noticeable scowl on her face as she glared at the green haired woman. "No, of course not. I'm sure _anyone_ can endure being blasted and blown up by both heroes and the errand boys of their own employers."

"You will be compensated I assure you," Viper reassured the blue skinned mutant. "But, just to be sure we are clear, you will speak with Magneto and ask that he consider our offer for an alliance, should it become necessary in the near future?"

Mystique glared at the HYDRA leader for a few minutes, obviously not willing to let go of the fact that Winter Soldier had fired on her so easily, but still managed to keep some form of professionalism about her as she replied, "I will pass along the message, but I make no guarantees that he will accept anything from you or your leader."

"So long as he either helps us or stays out of our way, that is all we really ask of you," Viper replied. She then turned to gaze after where the kids had disappeared to and asked, "You're sure that they have not taken up too much stock in their encounters with the real Avengers and their students?"

"Positive," Crossbones nodded, honestly feeling like they had nothing to worry about in that regard.

That was good enough for Viper, so she simply left with Mystique so that they could attend to the mutant's payment for her services. Unknown to anyone though, after she had been shown to her room and left alone, Wanda reached into her pocket and pulled out the communication device that Wasp had given her. She was not sure why she had kept the device, and after everything that had happened, she wanted to get rid of it. In her eyes, it was a reminder of how she and Pietro were nearly tricked into falling for that trap the Avengers had set for them, but for some reason, she just could not bring herself to do it. Maybe it had something to do with the odd feeling of foreboding that this place gave her, or maybe it was some other reason, but whatever the case, it did not matter, because ultimately, Wanda did keep it on her, just in case something changed in the near future.

* * *

 ** _AN: Well now, that was quite the chapter. We not only saw the addition of Scarlet Witch and Quicksilver, but also Daisy Johnson and Lincoln Campbell, the Inhuman power couple from Marvel's Agents of S.H.I.E.L.D. making a debut in the story. Guess you guys all figured that Spider-Man and Wasp would be Avengers Academy's first couple, but I'll bet no one figured that anyone who joined up at the academy would already be in a relationship, now did they? Yeah, in this story, Daisy and Lincoln had known each other for a long time, and were never found by SHIELD or Coulson, and they spent a lot of time on their own, learning about Inhumans and their powers. Yeah, I basically added them in so that they could bring the Inhumans to light in a small way, but to be honest, I was hoping that they would have more of an impact of the main story for this chapter._**

 ** _Carol: Speaking of which, anyone else notice how this all seems a little familiar?_**

 ** _AN: Well it should. This chapter was based off the season 1 episode entitled "Rogue Recruit" from X-Men Evolution. I'm sure you can all see the similarities if you've seen the series without looking too hard, but to be honest, this really served as the best plot line for Wanda and Pietro to undergo this time around. They're basically Rogue in this story, Wanda especially so, in the sense that they're not entirely trusting of our heroes but they're not quite full-time bad guys either, even though Viper and Mystique were trying to get them to be that way. Don't worry, the truth will come out soon enough, but for now, they're playing for the villain team, so it may be a while before they jump ship to the winning team._**

 ** _Janet: You know, I seem to remember someone asking for some more details regarding Scarlet Witch and Quicksilver in this story. Any chance you could summarize for us?_**

 ** _AN: Sure thing. Appearance-wise, they have their stylings from Avengers: Age of Ultron, and they got their powers from a similar process to what we saw in the MCU. They have no relationship with Magneto as of this moment, and I'm not really planning on changing that any time soon. Maybe that will change later on down the line, but for now, we've got the MCU version of the twins here. That is actually a big part of the reason as to why this chapter took place in Sokovia this time, because if you've seen any of the recent movies from that timeline, then you're likely well aware of the fact that Wanda and Pietro are in fact from Sokovia in that continuity, and of how big a deal that particular location was in Avengers: Age of Ultron, along with the impact the events that took place there have had since said movie._**

 ** _Spidey: Hey, I've got a question. How come you only showed the vision that Janet had after getting blasted by Wanda's little mind whammy?_**

 ** _AN: Well for one thing, Cap and Widow's visions were basically the same as the ones that they had in Age of Ultron, so there was not really a point in showing what had happened there. Whereas Janet's vision has a bit more of a real impact on the main story. And boy what an impact it seems like it's having, huh? Looks like Doctor Pym knows something about Janet's dad that he hasn't shared just yet. Oooh, you can already tell that might come back to bite him when Janet does learn the truth, can't you? If you want more clues, well, there are a few there in the actual vision, and there's also the ones you'll find when you move Onto the Preview!..._**

 ** _Janet's vision continues to bother her, but at the same time, she's hesitant to chase after the answers she seeks. A small word of encouragement from her friends eventually helps her get over her doubts, but what she learns is far from pleasant news. Not only does she discover the true fate that had befallen her father, but the man responsible is still out there and is about to break a major deal using work he had stolen from both Janet's father and Hank. Janet's not going to just sit back let this man pervert her father's work into something horrible, but are the others really going to be willing to help the Wasp take on a quest for revenge? Maybe Hank's successor to the mantle of Ant-Man can be of some help here, assuming he can keep himself from stealing anything from anyone. The Wasp's story takes a bit of a dark turn next time, as the adventure at Avengers Academy continues!_**

 ** _Yeah, that's right, Scott Lang, AKA Ant-Man is coming to the Academy next time. But for now, I've got some other stories to update, along numerous other things, so while I'm doing all of that..._**

 ** _Please read and review, and I'll see ya next time, fellow true believers!_**


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